UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): A ugust 28, 2014


BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Ohio
1-8897
06-1119097
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 


300 Phillipi Road, Columbus, Ohio 43228
(Address of principal executive offices) (Zip Code)

(614) 278-6800
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






Item 2.02      Results of Operations and Financial Condition.

On August 29, 2014, Big Lots, Inc. (“we,” “us,” “our” or “Company”) issued a press release (the “Earnings Press Release”) and conducted a conference call, both of which reported our second quarter fiscal 2014 unaudited results, updated guidance for fiscal 2014, provided an update on the status of our quarterly cash dividend program and our previously completed $125 million share repurchase program, and announced that our Board of Directors has authorized a new repurchase program providing for the repurchase of up to $125 million of our common shares.

The Earnings Press Release and conference call both included “non-GAAP financial measures,” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). Specifically, the following non-GAAP financial measures were included: (i) adjusted selling and administrative expenses; (ii) adjusted selling and administrative expense rate; (iii) adjusted operating profit (loss); (iv) adjusted operating profit (loss) rate; (v) adjusted income tax expense (benefit); (vi) adjusted effective income tax rate; (vii) adjusted income (loss) from continuing operations; (viii) adjusted net income (loss); (ix) adjusted diluted earnings (loss) per share from continuing operations; and (x) adjusted diluted earnings (loss) per share.

The non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) the following items for the periods noted:
Item
Fiscal 2013
Second Quarter
Fiscal 2013
Year-to-date
Fiscal 2013
Third Quarter
Fiscal 2013
Full Year
After-tax adjustment for the settlement of a store-related legal matter of $0.4 million, or $0.01 per diluted share

X
 
 
 
After-tax store-related legal settlement charge of $2.8 million, or $0.05 per diluted common share

 
X
 
X
After-tax gain on the sale of real estate of $2.2 million, or $0.04 per diluted share
 
 
X
X

The Earnings Press Release posted in the Investor Relations section of our website contains a presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and a reconciliation of the difference between the non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with GAAP.

Our management believes that disclosure of the non-GAAP financial measures provides useful information to investors because the non-GAAP financial measures present an alternative and more relevant method for measuring our operating performance, excluding special items included in the most directly comparable GAAP financial measures, which our management believes are more indicative of our ongoing operating results and financial condition. These non-GAAP financial measures, along with the most directly comparable GAAP financial measures, are used by our management to evaluate our operating performance.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled items reported by other companies.

Attached as exhibits to this Form 8-K are copies of the Earnings Press Release (Exhibit 99.1) and the transcript of our August 29, 2014 conference call (Exhibit 99.2), including information concerning forward-looking statements and factors that may affect our future results. The information in Exhibits 99.1 and 99.2 is being furnished, not filed, pursuant to Item 2.02 of this Form 8-K. By furnishing the information in this Form 8-K and the attached exhibits, we are making no admission as to the materiality of any information in this Form 8-K or the exhibits.







Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)     On August 28, 2014, the Board of Directors of the Company, upon the recommendation of its Compensation Committee, adopted and approved the Big Lots Executive Severance Plan (the “Plan”) to allow the Company to provide severance pay and benefits to certain key employees, including those employees with the title Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President or Director.

Such key employees will be eligible to participate in the Plan if: (i) the employee has been employed by the Company or any of its subsidiaries or affiliates for a consecutive period of at least six months; (ii) the employee and an officer of the Company executes an Acknowledgement & Agreement (an “Acknowledgement”) pursuant to which the employee acknowledges and agrees to be bound by the terms of the Plan; and (iii) the employee executes and does not revoke a release of claims. Any employee who is a party to an employment agreement with the Company or any of its subsidiaries or affiliates (except for the employment agreements with the Company’s Chief Executive Officer and the Company’s Chief Operating Officer) will not be eligible to participate in the Plan. If the Company’s Chief Executive Officer or the Company’s Chief Operating Officer is entitled to benefits under the Plan and to severance benefits under their employment agreement, they will be eligible to receive the greater of the aggregate benefits payable under the Plan or the aggregate severance benefits payable under their employment agreement.

The Plan provides that in the event a participant is terminated without Cause (as defined in the Plan) or on account of a Constructive Termination (as defined in the Plan), the participant will be entitled to the following payments and benefits (collectively, the “Severance Benefits”):

(i)
A cash payment equal to the product of (A) the participant’s annualized base salary in effect on the date of termination and (B) the multiple set forth in the table below, payable in regular payroll installments commencing within 60 days after the date of termination:
Title
Multiple
Department Director
0.5
Vice President
1.0
Senior Vice President (not reporting directly to the CEO)
1.5
President (if not also the CEO), Executive Vice President, or Senior Vice President (reporting directly to the CEO)
2.0
Chief Executive Officer
2.0

(ii)
A cash payment equal to a prorated portion of the bonus that the participant would have earned for the fiscal year in which the termination occurred had such termination not occurred, payable in accordance with the terms of the applicable bonus plan.     

(iii)
A cash payment for outplacement assistance in an amount determined in accordance with the table set forth below, payable in a lump sum within 60 days after the date of termination:
Title
Payment
Department Director
$0
Vice President
$15,000
Senior Vice President (not reporting directly to the CEO)
$20,000
President (if not also the CEO), Executive Vice President, or Senior Vice President (reporting directly to the CEO)
$25,000
Chief Executive Officer
$40,000






(iv)
Prorated vesting of all unvested, outstanding restricted stock awards granted to the participant on or before February 1, 2014 and, upon achievement of the applicable performance trigger, prorated vesting of all unvested, outstanding restricted stock unit awards granted to the participant. The provisions of the Plan relating to the vesting of such restricted stock awards and restricted stock unit awards amend and supersede the award agreements applicable to the restricted stock awards and restricted stock unit awards.

(v)
Continued medical, dental and vision coverage for the participant (and the participant’s dependents, if applicable) under the Company’s health plans until the last day of the calendar month in which the post-termination restriction period set forth in the following table elapses:
Title
Restriction Period
Department Director
26 weeks
Vice President
52 weeks
Senior Vice President (not reporting directly to the CEO)
78 weeks
President (if not also the CEO), Executive Vice President, or Senior Vice President (reporting directly to the CEO)
104 weeks
Chief Executive Officer
104 weeks

The Plan imposes confidentiality, non-competition, non-solicitation, non-disparagement and post-termination cooperation obligations on Plan participants. The non-competition and non-solicitation obligations apply during the period of employment and continue until the end of the restriction period set forth in the table above.

The Plan does not provide for a gross-up payment to any participants to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended. Instead, the Plan provides that in the event that the Severance Benefits would, if provided, be subject to the Excise Tax, then the Severance Benefits will be reduced to the extent necessary so that no portion of the Severance Benefits is subject to the Excise Tax, provided that the net amount of the reduced Severance Benefits, after giving effect to tax consequences, is greater than or equal to the net amount of the Severance Benefits without such reduction, after giving effect to the Excise Tax and tax consequences.

The foregoing description of the terms of the Plan and the Acknowledgement is qualified in its entirety by reference to the provisions of the Plan and the Acknowledgement, which are filed herewith as Exhibits 10.1 and 10.2 to this Form 8-K, respectively, and incorporated herein by reference.


Item 8.01      Other Events.

On August 29, 2014, the Company issued a press release announcing that, on August 28, 2014, its Board of Directors declared a quarterly cash dividend of $0.17 per common share payable on September 26, 2014 to shareholders of record as of the close of business on September 12, 2014. This press release is filed herewith as Exhibit 99.3 hereto and incorporated by reference herein.

In the Earnings Press Release, we also announced that, on August 28, 2014, our Board of Directors authorized a new repurchase program providing for the repurchase of up to $125 million of our common shares. This repurchase program is eligible to commence on September 3, 2014 and will continue until exhausted. We expect the purchases to be made from time to time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the repurchase program will be available to meet obligations under equity compensation plans and for general corporate purposes.







Item 9.01      Financial Statements and Exhibits.

 
(d)
Exhibits
 
 
 
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
Big Lots Executive Severance Plan.
 
 
 
 
 
 
 
 
 
Form of Big Lots Executive Severance Plan Acknowledgement and Agreement.
 
 
 
 
 
 
 
 
 
Big Lots, Inc. press release on operating results and guidance dated August 29, 2014.
 
 
 
 
 
 
 
 
 
Big Lots, Inc. conference call transcript dated August 29, 2014.
 
 
 
 
 
 
 
 
 
Big Lots, Inc. press release on dividend declaration dated August 29, 2014.


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BIG LOTS, INC.
 
 
 
 
Date: September 4, 2014
By:
/s/ Ronald D. Parisotto
 
 
 
Ronald D. Parisotto
 
 
 
Senior Vice President, General Counsel
and Corporate Secretary
 
 
 
 
 





Exhibit 10.1







BIG LOTS EXECUTIVE SEVERANCE PLAN
AND
SUMMARY PLAN DESCRIPTION















August 28, 2014






I.
INTRODUCTION
The Company has established this Plan effective August 28, 2014 (the “ Effective Date ”), for the benefit of certain key employees of the subsidiaries and Affiliates of the Company. The purpose of this Plan is to allow the Employer to provide severance pay and benefits to certain key employees who are terminated from employment (referred to as “ employee ” and “ you ”) without Cause or on account of a Constructive Termination. This document serves as both a Plan document and the summary plan description for this Plan. The legal rights and obligations of any person having an interest in this Plan are determined solely by the provisions of this Plan, as interpreted by the Plan Administrator.
All Executives that meet the eligibility requirements set forth below are eligible for benefits under this Plan. Nothing in this Plan will be construed to give you the right to continue in the employment of the Employer. This Plan is unfunded, has no trustee, and is administered by the Plan Administrator. This Plan is intended to be (A) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, 29 U.S.C. §1002(2), (B) a “separation pay plan” under section 409A of the Code, in accordance with the regulations issued thereunder, and (C) exempt from the substantive provisions of ERISA as an unfunded plan maintained for the purposes of providing benefits for “a select group of management or highly compensated employees” under Sections 201(2), 301(a)(3), and 401(a)(1), of ERISA, 29 U.S.C. §§1059(2), 1081(a)(3), and 1101(a)(1), and will be maintained, interpreted, and administered accordingly.
Except as expressly set forth below, this Plan supersedes all prior severance pay plans, policies, agreements and practices, whether formal or informal, written or unwritten, of the Employer. Notwithstanding anything to the contrary, this Plan does not supersede the CIC Agreements, which will remain in full force and effect and will provide severance benefits pursuant to their terms; provided, that an individual who receives severance benefits under a CIC Agreement will not be eligible for any pay or benefits under this Plan. This Plan will continue until terminated as provided herein.
II.
DEFINITIONS
For purposes of this Plan:

A. Acknowledgement & Agreement ” means an agreement provided by the Employer in which you acknowledge your participation in this Plan and agree to be bound by the terms and conditions of this Plan, including, but not limited to, the Restrictive Covenants.
B. Affiliate ” means any other entity regardless of its form (including, but not limited to, a partnership or a limited liability company) that directly or indirectly controls, is controlled by or is under common control with, the Company within the meaning of Code Section 414(b), as modified by Code Section 409A.
C. Cause ” means your: (1) failure to comply with the policies and procedures of the Employer which the Employer reasonably determines has had or is likely to have a material adverse effect on the Employer; (2) willful or illegal misconduct or grossly negligent conduct that is

1



materially injurious to the Employer, monetarily or otherwise; (3) violation of laws or regulations governing the Employer or violation of the code of ethics of the Employer; (4) breach of any fiduciary duty owed to the Employer; (5) misrepresentation or dishonesty which the Employer reasonably determines has had or is likely to have a material adverse effect on the Employer; (6) material breach of any provision of this Plan or any other contract between you and the Employer; (7) involvement in any act of moral turpitude that in the reasonable opinion of the Employer has a materially injurious effect on the Employer, monetarily or otherwise; or (8) breach of the terms of any non-solicitation or confidentiality clauses contained in an employment or other agreement with a former employer.
D. Change in Control ” means any one or more of the following events: (1) any person or group (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto) becomes the beneficial owner, directly or indirectly, of 20 percent or more of the outstanding equity securities of the Company entitled to vote for the election of directors; (2) a majority of the members of the board of directors of the Company then in office is replaced within any period of two years or less by directors not nominated and approved by a majority of the directors in office at the beginning of such period (or their successors so nominated and approved), or a majority of the board of directors of the Company at any date consists of persons not so nominated and approved; or (3) the consummation of a merger or consolidation with another entity or the sale or other disposition of all or substantially all of the Company’s assets (including, without limitation, a plan of liquidation), which has been approved by shareholders of the Company. Provided, however, the other provisions of this paragraph notwithstanding, the term “Change in Control” shall not mean any merger, consolidation, reorganization, or other transaction in which the Company exchanges or offers to exchange newly-issued or treasury common shares of the Company representing 20 percent or more, but less than 50 percent, of the outstanding equity securities of the Company entitled to vote for the election of directors, for 51 percent or more of the outstanding equity securities entitled to vote for the election of at least the majority of the directors of a corporation other than the Company or an Affiliate (the “Acquired Corporation”), or for all or substantially all of the assets of the Acquired Corporation. Provided further, if a Change in Control constitutes a payment event with respect to any plan, arrangement or award that provides for the deferral of compensation and is subject to Code Section 409A, payments to be made upon a Change in Control shall only be made upon a “change in control event” within the meaning of Code Section 409A.
E. CIC Agreements ” means any Executive Severance Agreement or Senior Executive Severance Agreement between the Employer and an individual employee, which provides severance benefits in connection with a change in control (as such term is defined in the CIC Agreement).
F. Code ” means the Internal Revenue Code of 1986, as amended (the “ Code ”).
G. Company ” means Big Lots, Inc.
H. Compensation Committee ” means the Compensation Committee of the Board of Directors of the Company.

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I. Constructive Termination ” means the occurrence of one or more of the following: (1) any material adverse change or material diminution of your authority, duties, responsibilities or reporting relationship; (2) a material change in the geographic location at which you are employed with the Employer (which, for purposes of this Plan, means relocation of the offices of the Employer at which you are principally employed to a location more than 50 miles from the location of such offices immediately prior to the relocation); or (3) a reduction in your base salary by more than 3% or a reduction in your target bonus opportunity by more than 10% (unless such target bonus reduction is due to a proportionate reduction in target bonus to all Executives); provided, that, you shall notify the Employer in writing at least 45 days in advance of any election to terminate your employment on the basis of a Constructive Termination, specifying the nature of the alleged adverse change or diminution, and the Employer shall have a period of 10 business days after the receipt of such notice to cure such alleged adverse change or diminution before you shall be entitled to exercise any such rights and remedies.
J. Disability ” means that, for more than six consecutive months, you are unable, with reasonable accommodation, to perform your employment duties on a full-time basis due to a physical or mental disability or infirmity.
K. Employer ” means the Company and its subsidiaries and Affiliates; provided, however, you understand and agree that you shall have no employer-employee relationship with Big Lots, Inc. or with any of its subsidiaries and Affiliates for whom you do not actually work as an employee.
L. Employment Agreements ” means the Employment Agreement in effect as of the Effective Date, as may be amended, by and among (1) the Company’s Chief Executive Officer, the Company and Big Lots, Stores, Inc. and (2) the Company’s Chief Operating Officer, the Company and Big Lots Stores, Inc.
M. ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
N. Executive ” is any employee of the Employer who: (1) has the title of Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President or Director; (2) except for the Employment Agreements, is not a party to an employment agreement with the Employer; and (3) executes an Acknowledgement & Agreement; provided, however, any other employee of the Employer may, at the sole and absolute discretion of the Employer, be deemed an Executive participating in this Plan upon the specific designation by the Employer’s Chief Executive Officer or senior human resources officer, provided the Employer and employee execute an Acknowledgement & Agreement.
O. Group ” means the Employer and any predecessor, successor or other related companies.
P. Group Business ” means (1) the operation of discount or off-price retail stores and (2) other lines of business any member of the Group is operating on the date your employment with the Employer terminates.

3



Q. Pay ” means your annualized base salary rate in effect on your termination date and prior to any reduction that constitutes Constructive Termination (excluding all extra pay such as bonuses, overtime pay, commissions, or other allowances).
R. Plan ” means the Big Lots Executive Severance Plan.
S. Plan Administrator ” means the Compensation Committee of the Board of Directors of the Company or such other committee that administers the terms of this Plan.
T. Release ” means the comprehensive release and discharge of the Employer and all affiliated persons and entities from any and all claims, demands and causes of action relating to your employment with the Employer and termination thereof, other than as to any vested benefits to which you may be entitled under any Employer benefit plan, which will be in such form as may be prescribed by the Employer. The execution and non-revocation of any Release will be subject to Section VI (Compliance with Code Section 409A).
U. Restricted Area ” means the 50 mile radius surrounding any location in which a member of the Group is conducting the Group Business on the date your employment with the Employer terminates.
V. Restriction Period ” means the number of weeks following your termination of employment commensurate with your title as of your termination date and prior to any reduction that constitutes Constructive Termination, as is set forth in Appendix A of this Plan; provided, however, the Restriction Period shall equal the period through the payment date of any pro rata bonus, solely for purposes of Section IV.G (Death or Disability).
W. Restrictive Covenants ” means the restrictive covenant obligations set forth in Section V (Restrictive Covenants) of this Plan.
X. Severance Factor ” means the multiple of Pay commensurate with your title as of your termination date and prior to any reduction that constitutes Constructive Termination, as is set forth in Appendix A of this Plan.
III.
ELIGIBILITY
A. When You Are Eligible
You will be eligible to participate in this Plan if you meet the eligibility requirements set forth below and are an Executive on the date your employment is involuntarily terminated by the Employer without Cause, which shall include a Constructive Termination.
You are eligible for Plan benefits (as described in Section IV below) if: (1) you were employed by the Employer for a consecutive period of at least six months; (2) your employment is terminated by the Employer for any reason other than for Cause, including upon a Constructive Termination; (3) you and an officer of the Employer execute your Acknowledgement & Agreement; (4) you sign (except in the case of death) and do not revoke the Release; and (5) you agree to comply with the Restrictive Covenants.

4



The foregoing in no way limits the right of the Employer to terminate your employment and provide severance under other circumstances, in each case, as determined by the Employer in its sole and absolute discretion.
B. When You Are Not Eligible
Notwithstanding Section III.A (When You Are Eligible) above, you are not eligible for Plan benefits in any of the following circumstances:
1.
You voluntarily resign, including retirement, for any reason or no reason.
2.
You die or terminate employment on account of a Disability, except as set forth Section IV.G (Death or Disability) below.
3.
You are discharged involuntarily for Cause, or the Employer discovers within the six month period following your employment termination date that you engaged in conduct that constitutes Cause.
4.
You are paid severance benefits under the terms of a CIC Agreement.
5.
You do not execute or return the Acknowledgement & Agreement.
6.
Your termination of employment is related to a corporate transaction, such as a sale of assets (including the sale of a division or business unit) or a sale of stock, and you are offered employment by another entity involved in the transaction and such employment would not constitute a right to Constructive Termination.
7.
You are provided but do not execute, or you revoke, the Release or you fail to comply with the Restrictive Covenants.
Notwithstanding any provision of this Plan to the contrary, the Employer, in its sole discretion and acting as this Plan sponsor and not as a fiduciary, reserves the right to determine if you satisfy the eligibility requirements and conditions set forth in this Plan.
IV.
PLAN BENEFITS
A. Severance Pay
The amount of your severance pay will be equal to the product of (1) your Pay and (2) the Severance Factor applicable to you on your termination date and prior to any reduction that constitutes Constructive Termination.
B. Bonus Payment
You will be entitled to the prorated portion of any bonus that would have been earned (based on the payout percentage as in effect on your termination date commensurate with your title and prior to any reduction that constitutes Constructive Termination) for the fiscal year in which your

5



termination of employment occurs had such termination not occurred, under the Big Lots 2006 Bonus Plan or such successor bonus plan. For the sake of clarity, the bonus will be prorated based on the number of days you were employed by the Employer from the beginning to the end of the applicable Performance Period, as established in accordance with the terms of the bonus plan, and will be paid, if at all, based on the bonus that would have been earned (based on the payout percentage as in effect on your termination date commensurate with your title and prior to any reduction that constitutes Constructive Termination) had such termination not occurred.
C. Outplacement Assistance Payment
You will be entitled to the outplacement assistance payment commensurate with your title as of your termination date and prior to any reduction that constitutes Constructive Termination, as is set forth in Appendix A of this Plan.
D. Payment
The severance pay, any bonus payment and the outplacement assistance payment will be reduced by amounts paid by the Employer under all federal, state and local tax or other applicable laws, or amounts paid by the Employer or to which you are entitled in connection with any statute, regulation, or agreement that relates to notice, severance, or separation benefits (including but not limited to the Worker Adjustment and Retraining Notification (WARN) Act and any state or local statute concerning notice, severance or separation benefits). You will also be paid your accrued paid time off hours, less any hours used up through your termination of employment. Payment for accrued paid time off is not subject to execution and non-revocation of the Release.
Severance pay, any bonus payment and the outplacement assistance payment will be made from the general assets of the Employer. Severance payments will be paid in regular payroll installments commencing within 60 days after your termination of employment. Any bonus payment will be paid pursuant to the Big Lots 2006 Bonus Plan or such successor bonus plan terms. Outplacement assistance payments will be paid in a lump sum within 60 days after your termination of employment. All payments will be made subject to the Employer receiving a Release executed by you that you do not subsequently revoke.
E. Equity Treatment
You will be entitled to prorated vesting of all unvested, outstanding restricted stock awards granted on or before February 1, 2014, based on the number of days you were employed by the Employer from the Grant Date to the Outside Date, each as defined in the applicable restricted stock award agreement.
You will be entitled to prorated vesting of all unvested, outstanding restricted stock unit awards (including Dividend Equivalent rights, as defined in the applicable restricted stock unit award agreement) based on the number of days you were employed by the Employer from the Grant Date, as defined in the applicable restricted stock unit award agreement, to the latest date on which any portion of the restricted stock unit award may otherwise vest pursuant to the terms of the applicable award agreement. Any transfer of stock or cash pursuant to the above-described vesting of restricted stock unit awards will not occur until and after the Performance Trigger, as defined in

6



the applicable restricted stock unit award agreement, is achieved and certified in accordance with the applicable equity compensation plan and award agreement.
The terms and provisions of this Section IV.E (Equity Treatment) shall amend and supersede the terms of your award agreement(s) with respect to any outstanding restricted stock award (granted on or before February 1, 2014) or any outstanding restricted stock unit award in all respects.
F. Health Coverage
The Employer shall provide you (and your dependents, if applicable), until the last day of the calendar month in which the Restriction Periods ends, continued medical, dental and vision coverage under the Employer’s health plans, upon substantially similar terms and conditions (including contributions required by you for such benefits) as existed immediately before your termination date (or, if more favorable to you, as such benefits and terms and conditions existed prior to any reduction that constitutes Constructive Termination). Such continued coverage will be provided to you on an after-tax basis and will be structured or paid to you in a manner as determined by the Employer to make you economically whole for the tax consequences of the continuation of benefits. Notwithstanding the foregoing, the Employer reserves the right to restructure the foregoing continued coverage arrangement in any manner as determined by the Employer in its sole and absolute discretion, which shall include a reimbursement arrangement or a lump sum payment equal to the value of the benefits you would otherwise have received. The COBRA health care continuation coverage period under Section 4980B of the Code shall run following any continued health coverage pursuant to this Section IV.F (Health Coverage), but you will bear all costs related to such continuation coverage.
G. Death or Disability
Notwithstanding Section III.A (When You Are Eligible) above, if you otherwise meet the eligibility requirements of this Plan and die or terminate employment on account of a Disability, you will not be eligible for any benefits set forth in this Section IV (Plan Benefits), but will be entitled to a prorated bonus for the fiscal year in which your employment terminated due to death or Disability, based on actual performance and prorated based on the number of days you were employed during the applicable fiscal year relative to the total number of days in the fiscal year. Any pro rata bonus paid to you will be paid in accordance with the terms of the Big Lots 2006 Bonus Plan or such successor bonus plan.
H. Non-Benefit Bearing Payments
Severance payments, any bonus payment and the outplacement assistance payment hereunder will not be used or considered in the computation or accrual of benefits under any other benefit plan or program except to the extent explicitly permitted in such plan or program. In the event that you die before receiving all of the payments due to you under this Plan, any remaining payments will be paid to your estate.

7



I. No Duplication of Benefits
In the event you are entitled to Plan benefits (as described in this Section IV) and to severance benefits under the Employment Agreements, you will be eligible to receive the greater of the aggregate benefits payable under this Plan or the aggregate benefits payable under the Employment Agreements, with no duplication of benefits between this Plan and the Employment Agreements. Any entitlement to the greater Plan benefits hereunder compared to the severance benefits under the Employment Agreements, will be subject to the eligibility requirements set forth in Section III.A (When You Are Eligible), which include, without limitation, the Restrictive Covenants set forth in Section V (Restrictive Covenants) below for the respective Restriction Period. In the event you are entitled to severance benefits solely under the Employment Agreements, the terms of such Employment Agreements and the severance provisions contained therein will control. For purposes of this Section IV.I (No Duplication of Benefits), the severance benefits under the Employment Agreements shall mean only those severance benefits arising from an involuntary termination without Cause (as defined in the Employment Agreements) or a Constructive Termination (as defined in the Employment Agreements) that gives rise to involuntary termination benefits, in each case, not related to a Change of Control (as defined in the Employment Agreements).
V.
RESTRICTIVE COVENANTS.
In consideration for your eligibility to participate in this Plan, and as a condition for your entitlement to the Plan benefits set forth herein, you agree to comply with the following Restrictive Covenants while you are employed by the Employer and, as set forth below, following the termination of your employment:
A. Confidentiality
You agree that your services to the Employer were of a special, unique, and extraordinary character, and that your position placed you in a position of confidence and trust with the Group’s customers and employees. You also recognize that your position with the Employer gave you substantial access to Confidential Information (as defined below), the disclosure of which to competitors of the Group would cause the Group to suffer substantial and irreparable damage. You recognize, therefore, that it is in the Employer’s legitimate business interest to restrict your use of Confidential Information and to limit any potential appropriation of Confidential Information by you for the benefit of the Group’s competitors and to the detriment of the Group. Accordingly, you agree that, while you are employed by the Employer and following the termination of your employment:
1. You will not reveal to any person or entity any of the trade secrets or confidential information of the Group or of any third party which a Group member is under an obligation to keep confidential (including but not limited to figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, information regarding sales, information regarding properties and any other information of a similar confidential nature regarding the business, operations, properties or personnel of the

8



Group) (“ Confidential Information ”) and you will keep secret all matters entrusted to you and will not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Group.
2. The above restrictions will not apply to: (i) information that at the time of disclosure is in the public domain through no fault of you; (ii) information received from a third party outside of the Group that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Group; (iv) information to the extent it is germane to the enforcement of your rights under this Plan and only if such disclosure is a necessary part of any procedure described in Section VII (Claims Procedure) below; or (v) information that may be required by law or an order of any court, agency, or proceeding to be disclosed, provided you will provide the Employer notice of any such required disclosure once you have knowledge of it and assist the Employer, at its expense, to the extent reasonable to obtain an appropriate protective order.
3. You will not take, use, or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Group or concerning any of its dealings or affairs, it being agreed that all of the foregoing will be and remain the sole and exclusive property of the Employer and that, on or before the date your employment terminates, you will deliver all of the foregoing, and all copies thereof, to the Employer, at its main office.
4. You will not take or retain without written authorization any documents, files or other property of the Group, and that, on or before the date your employment terminates, you will return to the Employer any such documents, files or property in your possession or custody, including any copies thereof maintained in any medium or format. You recognize that all documents, files and property which you have received from the Group, including but not limited to strategy plans, research, customer lists, personnel information (other than as it pertains to you), handbooks, memoranda, product specifications, and other materials (with the exception of documents relating to benefits to which you might be entitled following the termination of your employment with the Employer), are for the exclusive use of the Employer and employees who are discharging their responsibilities on behalf of the Employer, and that you have no claim or right to the continued use, possession or custody of such documents, files, or property following the termination of your employment.
B. Non-Competition
You agree that, while you are employed by the Employer and continuing until the end of the Restriction Period, you will not, without the prior written approval of the Company, whether alone or as a partner, officer, director, consultant, agent, employee, or stockholder of any company, business or other commercial enterprise, directly or indirectly, within the Restricted Area:
1.      engage in the Group Business for your own account; or
2.      render any services to any person engaged in the Group Business or to any Competitor (as defined in your Acknowledgement & Agreement).

9



The foregoing prohibitions will not prevent your employment or engagement by any company, business or other commercial enterprise, as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to the Group Business or for any Competitor (as defined in your Acknowledgement & Agreement).
C. Non-Solicitation
You agree that, while you are employed by the Employer and continuing until the end of the Restriction Period, you will not, directly or indirectly: (1) solicit (or facilitate the solicitation of) any supplier to become a supplier of any other person, firm or corporation with respect to products then sold or under development by the Group; (2) induce or influence (or facilitate the inducement or influence of) any supplier of products to the Group to discontinue or reduce the extent of its relationship with the Group (except during your employment and with the good faith objective of advancing the Group’s business interests); or (3) solicit or recruit (or facilitate the solicitation or recruitment of) any employee of the Group to work for you or a third party other than a Group member (excluding the use of newspaper or similar print or electronic solicitations of general circulation).
D. Non-Disparagement
You agree that, while you are employed by the Employer and following the termination of your employment, you will not make any negative comments or disparaging remarks, in writing, orally or electronically, about any Group member or their respective directors, officers, products and/or services. However, nothing in this Plan will preclude you: (1) from making comments or remarks that are required to discharge your duties to the Employer during your employment, or are germane (but only to the extent that it is germane) to the enforcement of your rights under this Plan and only as a necessary part of any proceeding under Section VII (Claims Procedure) below; or (2) testifying truthfully in any forum (subject to the conditions of Section V.E. (Post-Termination Cooperation) below).
E. Post-Termination Cooperation
You agree that, while you are employed by the Employer and following the termination of your employment, you will cooperate with the Employer as reasonably needed to transition your employment and related projects, including any legal proceedings that may arise related to your employment as reasonably requested by the Employer. Unless compelled to do so by lawfully-served subpoena or court order, or to the extent it is germane to the enforcement of your rights under this Plan and only as a necessary part of any proceedings under Section VII (Claims Procedure) below, you agree not to communicate with, or give statements or testimony to, any opposing attorney, opposing attorney’s representative (including a private investigator), current or former employee, member of the media (including print, television, radio or electronic media), or governmental agency or official relating to any pending or threatened lawsuit, investigation or other matter about which you have knowledge or information, except in cooperation with a Group member. If contacted to provide any such statement, testimony, information or other communication, you agree to promptly notify the Company’s General Counsel, except to the extent you are prevented from doing so by law, regulation or court or administrative order.

10



Your cooperation (including pursuant to Section V.A.2. (Confidentiality) above) during your employment and during your Restriction Period shall be without additional compensation (other than reimbursement for reasonable associated expenses). If your cooperation (including pursuant to Section V.A.2. (Confidentiality) above) is required after your Restriction Period has ended, then you shall be compensated for time spent at an hourly rate representative of your base salary as in effect on your termination date, plus all reasonable associated expenses.
VI.
COMPLIANCE WITH CODE SECTION 409A
This Plan is intended to meet the requirements of the separation pay plan exemption under Code section 409A. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of Code section 409A, then this Plan will be operated in compliance with the applicable requirements of Code section 409A and its corresponding regulations. Any payment from this Plan that is subject to the requirements of Code section 409A may only be made in a manner and upon an event permitted by Code section 409A, including the requirement that deferred compensation payable to a “specified employee” of a publicly traded company be postponed for six months after separation from service. Payments upon termination of employment may only be made upon a “separation from service” under Code section 409A.
All reimbursements and in-kind benefits provided under this Plan will be made or provided in accordance with the requirements of Code section 409A, including, where applicable, the following requirements:
A. Any reimbursement will be for expenses incurred during your lifetime (or during a shorter period of time specified in this Plan).
B. The amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year.
C. The reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred.
D. The right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.
Each payment made under this Plan will be treated as a separate payment for purposes of Code section 409A, and the right to a series of installment payments under this Plan will be treated as a right to a series of separate payments for purposes of Code section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Plan. In no event may the timing of your execution of the Release, directly or indirectly, result in you designating the calendar year during which a payment under this Plan may commence, and if a payment that is subject to execution of the Release could commence in more than one taxable year, the payments will commence in the later taxable year.

11



VII.
CLAIMS PROCEDURE
A. Adverse Benefit Determinations
If you have been determined to be eligible to receive Plan benefits, then you may contest the administration of the benefits by completing and filing a written claim for reconsideration with the Plan Administrator within 1 year of the date of termination of your employment. If the Plan Administrator denies a claim in whole or in part, then the Plan Administrator will provide notice to you, in writing, within 60 days after the claim is filed, unless the Plan Administrator determines that an extension of time for processing is required. In the event that the Plan Administrator determines that such an extension is required, written notice of the extension will be furnished to you prior to the termination of the initial 60-day period. The extension will not exceed a period of 60 days from the end of the initial period of time and the extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the benefit decision.
B. Denial of Claim Notice
The written notice of a denial of a claim will set forth, in a manner calculated to be understood by you:
1.
The specific reason or reasons for the denial;
2.
Reference to the specific Plan provisions on which the denial is based;
3.
A description of any additional material or information necessary for you to perfect the claim and an explanation as to why such information is necessary; and
4.
An explanation of this Plan’s claims procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal.
C. Appeal of Adverse Benefit Determinations
You or your duly authorized representative will have an opportunity to appeal a claim denial to the Plan Administrator for a full and fair review. You or your duly authorized representative may:
1.
Request a review upon written notice to the Plan Administrator within 60 days after receipt of a notice of the denial of a claim for benefits;
2.
Submit written comments, documents, records, and other information relating to the claim for benefits; and
3.
Examine this Plan and obtain, upon request and without charge, copies of all documents, records, and other information relevant to your claim for benefits.

12



The Plan Administrator’s review will take into account all comments, documents, records, and other information submitted by you or your duly authorized representative relating to the claim, without regard to whether such information was submitted or considered by the Plan Administrator in the initial benefit determination. A determination on the review by the Plan Administrator will be made not later than 60 days after receipt of a request for review, unless the Plan Administrator determines that an extension of time for processing is required. In the event that the Plan Administrator determines that such an extension is required, written notice of the extension will be furnished to you prior to the termination of the initial 60-day period. The extension will not exceed a period of 60 days from the end of the initial period and the extension notice will indicate the special circumstances requiring an extension of time and the date on which the Plan Administrator expects to render the determination on review.
D. Appeal Determination Notice
The written notice of the determination of the Plan Administrator will set forth, in a manner calculated to be understood by you:
1.
The specific reason or reasons for the decision;
2.
Reference to the specific Plan provisions on which the decision is based;
3.
Your right to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and
4.
A statement of your right to bring a civil action under section 502(a) of ERISA.
E. Actions Following Final Determination
No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures set forth above are exhausted and a final determination is made by the Plan Administrator. If you or another interested person challenges a decision of the Plan Administrator, then a review by the court of law will be limited to the facts, evidence, and issues presented to the Plan Administrator during the claims procedure set forth above. Facts and evidence that become known to you or the other interested person after having exhausted the claims procedure must be brought to the attention of the Plan Administrator for reconsideration of the claims determination. Issues not raised with the Plan Administrator will be deemed waived. Any lawsuit seeking benefits or to enforce or clarify rights under this Plan must be filed by the earlier of: (1) 6 months following the date the terminated employee’s claim is denied in accordance with the claims procedure set forth above or (2) 24 months after the claimant knew or reasonably should have known of the principal facts on which the claim is based.
VIII.
PLAN ADMINISTRATION
The Plan Administrator may delegate to any person, committee or entity any or all of its power or duties under the Plan. The authority and duties of the Plan Administrator are described in

13



this Section VIII (Plan Administration) and in such charters or other documents as may be adopted from time to time.
The Plan Administrator will be the sole judge of the application and interpretation of this Plan, and will have the discretionary authority to construe the provisions of this Plan, to resolve disputed issues of fact, and to make determinations regarding eligibility for benefits (other than determinations under “Eligibility” that are reserved to the Employer). Notwithstanding the foregoing, the Plan Administrator will also have the discretionary authority described above when appropriate in its role as claims administrator and to fulfill its duties under Section VII (Claims Procedure) above. The Plan Administrator will correct any defect, reconcile any inconsistency, or supply any omission with respect to this Plan. The decisions of the Plan Administrator in all matters relating to this Plan that are within the scope of the Plan Administrator’s respective authority (including, but not limited to, eligibility for benefits, Plan interpretations, and disputed issues of fact) will be final and binding on all parties.
IX.
SECTION 4999
Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that (A) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Employer (pursuant to the terms of this Plan or otherwise) (the “ Payments ”) would be subject to the excise tax imposed by section 4999 of the Code (the “ Excise Tax ”), and (B) the reduction of the amounts payable to you under this Plan to the maximum amount that could be paid to you without giving rise to the Excise Tax (the “ Safe Harbor Cap ”) would provide you with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to you under this Plan shall be reduced (but not below zero) to the Safe Harbor Cap. To the extent necessary to fall within the Safe Harbor Cap, the amounts payable or benefits to be provided to you will be reduced such that the economic loss to you as a result of the reduction is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Plan (and no other Payments) shall be reduced. If the reduction of the amounts payable hereunder would not result in a more favorable after-tax result to you, no amounts payable under this Plan shall be reduced pursuant to this provision.
X.
AMENDMENT AND TERMINATION OF THIS PLAN
The Compensation Committee may amend or terminate this Plan, in whole or in part, at any time and for any reason; provided, however, that no such amendment or termination that adversely affect your rights with respect to this Plan shall become effective prior to: (1) the second anniversary of any action taken by the Compensation Committee to amend or terminate this Plan; and (2) the second anniversary of the effective date of any Change in Control. For the avoidance of doubt, if the Compensation Committee takes action to amend or terminate this Plan and within the two year period thereafter a Change in Control occurs, the amendment or termination will be effective on the second anniversary of the Change in Control. Notwithstanding the foregoing, no amendment or termination of this Plan will adversely affect your rights with respect to the Plan

14



benefits triggered pursuant to Section IV (Plan Benefits) before the effective date of any amendment or termination of this Plan or a Change in Control, even though such benefits are schedule to be paid after such effective date.
XI.
NONALIENATION OF BENEFITS
You do not have the power to transfer, assign, anticipate, mortgage, or otherwise encumber any rights or any amounts payable under this Plan; nor will any such rights or amounts payable under this Plan be subject to seizure, attachment, execution, garnishment, or other legal or equitable process, or for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. In the event you attempt to assign, transfer, or dispose of such right, or if an attempt is made to subject such right to such process, such assignment, transfer, or disposition will be null and void.
XII.
SUCCESSORS AND ASSIGNMENT
The Company will use commercially reasonable efforts to require any successor to expressly assume and agree to perform the obligations of the Employer under this Plan. As a result, this Plan, and the obligations thereunder, may be assigned without your consent to such successor; provided that, if assumed by a successor, all obligations and liabilities hereunder shall be the sole responsibility of the successor.
XIII.
General Information
A. Plan Number : 003
B. Company’s Employer Identification Number : 06-1119097
C. Plan Administrator :     Compensation Committee of the Board of Directors
c/o Big Lots, Inc.
300 Phillipi Road
P.O. Box 28512
Columbus, OH 43228
D. Agent for Service of Legal Process : The Company’s General Counsel at the address above.
E. Plan Year : This Plan’s fiscal records are kept on the basis of the Company’s fiscal year.


15



APPENDIX A
APPLICABLE SEVERANCE PAY & RESTRICTION PERIOD
In the event you are involuntarily terminated by the Employer without Cause, including a Constructive Termination, and you are otherwise determined by the Employer to be eligible for severance pay in accordance with the terms of this Plan, the severance pay and Restriction Period will be determined in accordance with the following schedule:
Title
Severance Factor
Restriction Period
Outplacement Assistance Payment
Department Director
0.5
26 weeks
Vice President
1.0
52 weeks
$15,000
Senior Vice President
(not reporting directly to the CEO)
1.5
78 weeks
$20,000
President (if not also the CEO),
Executive Vice President, or
Senior Vice President
(reporting directly to the CEO)
2.0
104 weeks
$25,000
Chief Executive Officer
2.0
104 weeks
$40,000


16


Exhibit 10.2

BIG LOTS EXECUTIVE SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION
ACKNOWLEDGEMENT & AGREEMENT

The undersigned employee (the “ Employee ”) of a subsidiary or an affiliate of Big Lots, Inc. (the “ Employer ”), in consideration for being offered eligibility to participate in the Big Lots Executive Severance Plan (the “ Plan ”) and Summary Plan Description, hereby acknowledges and agrees that:
The Employee has received a copy of the Plan;
The Employee agrees to be bound by the terms of the Plan, including, but not limited to, the restrictive covenants contained therein, which include both non-competition and non-solicitation restrictions;
[The Employee agrees that Section IV.H of the Plan provides for no duplication of benefits and to the extent the Employee is eligible for benefits under the Plan and under the Employee’s Employment Agreement (as defined in the Plan), the Employee will be entitled to the greater of the benefits payable under the Plan or the Employment Agreement, subject in all respects to the eligibility requirements of the Plan and the restrictive covenants contained therein;]
For purposes of the Plan’s non-competition restriction, the Employee and Employer agree that, the term “ Competitor ” means any entity engaged in the same business as the Group Business (as defined in the Plan), including, without limitation, [ ], and any successor, parent or subsidiary of any of the foregoing;
Except as otherwise provided in the CIC Agreements (as defined in the Plan) [and the Employment Agreements], the Employee and Employer agree that the Plan supersedes and replaces any and all prior arrangements, agreements, policies, plans, or understandings, whether written or oral, between the Employee and the Employer (or any predecessor thereto) regarding severance, separation, termination, change in control, or similar types of benefits or pay, including without limitation any employment agreement;
The Employee agrees that the Employee’s entitlement (if any) to any of the types of benefits or pay described in the Plan shall be governed solely by the terms of the Plan; and
The Employee agrees that the Plan does not create a contractual guarantee of employment, either implied or expressed [, and that the Employee is an at-will employee, which means that either the Employer or the Employee can terminate the Employee’s employment at will, with or without Cause (as defined in the Plan), for any or no reason, at any time, with or without notice].

Agreed and Acknowledged By:

 
 
 
 
Employee Signature
 
Employee Printed Name
 
 
 
 
 
 
 
 
 
Date
 
 
 
 
 
 
 
 
 
 
 
Employee Officer Signature
 
Employee Officer Printed Name
 
 
 
 
 
 
 
 
 
Date
 
Employee Officer Title
 






Exhibit 99.1
PRESS RELEASE
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Contact: Andrew D. Regrut
 
 
 
 
Director, Investor Relations
 
 
 
 
614.278.6622
 
 
 
 
 
 

BIG LOTS REPORTS SECOND QUARTER INCOME FROM CONTINUING OPERATIONS OF $0.31 PER DILUTED SHARE

COMPARABLE STORE SALES INCREASE 1.7%

COMPANY UPDATES OUTLOOK FOR FISCAL 2014

COMPANY ANNOUNCES NEW $125 MILLION SHARE REPURCHASE PROGRAM


Columbus, Ohio - August 29, 2014 - Big Lots, Inc. (NYSE: BIG) today reported income from continuing operations of $17.2 million, or $0.31 per diluted share, for the second quarter of fiscal 2014 ended August 2, 2014. This result compares to our guidance of $0.24 to $0.30 per diluted share affirmed on June 25, 2014 and to adjusted income from continuing U.S. operations of $21.5 million, or $0.37 per diluted share (non-GAAP), for the second quarter of fiscal 2013. Net sales for continuing operations for the second quarter of fiscal 2014 increased 1.2% to $1,195.4 million, compared to net sales from continuing U.S. operations of $1,180.9 million for the same period of fiscal 2013. Comparable store sales increased 1.7% for the quarter, compared to our guidance of +1% to +3%. A reconciliation of all non-GAAP amounts to the most comparable GAAP amounts is provided later in this release.

For the year-to-date period ended August 2, 2014, income from continuing operations totaled $45.8 million, or $0.81 per diluted share, which compares to adjusted income from continuing U.S. operations of $61.8 million, or $1.07 per diluted share (non-GAAP), for the same period in fiscal 2013.

Commenting on today’s earnings release, David Campisi, Chief Executive Officer and President of Big Lots, stated, “I’m very pleased with the results we reported today. For the second consecutive quarter, our comps were positive and comfortably within the guidance range we provided, and our earnings were above the high end of our range. We believe this is an indication that our core customer, Jennifer, is responding to our improved merchandising strategies and marketing execution.”


SECOND QUARTER HIGHLIGHTS

Income from continuing operations of $0.31 per diluted share, compared to adjusted income from continuing U.S. operations of $0.37 per diluted share (non-GAAP) last year
Net sales of $1.2 billion, an increase of 1.2% compared to last year
Comparable store sales increase of 1.7%
Returned $52 million of cash to shareholders in the form of share repurchases and dividend payments




Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



 
 
Earnings per Share
 
 
 
 
 
 
 
 
 
 
 
Q2 2014
 
Q2 2013 (1)
 
YTD 2014
 
YTD 2013 (1)
 
 
 
 
 
 
 
 
 
Continuing U.S. Operations
 
$0.31
 
$0.38
 
$0.81
 
$1.02
 
 
 
 
 
 
 
 
 
Add back non-recurring charges
 
 
($0.01)
 
 
$0.05
 
 
 
 
 
 
 
 
 
Continuing U.S. Operations - adjusted basis
 
$0.31
 
$0.37
 
$0.81
 
$1.07
 
 
 
 
 
 
 
 
 
Discontinued Operations
 
$0.05
 
($0.07)
 
($0.40)
 
($0.15)
 
 
 
 
 
 
 
 
 
(1) Non-GAAP detailed reporting provided below.
 
 
 
 


Discontinued Operations

Income from discontinued operations for the second quarter of fiscal 2014 totaled $2.7 million, or $0.05 per diluted share, compared to our guidance of an immaterial net loss. The income was a result of tax benefits that were generated with the wind down of our Canadian operations, which was only partially offset by miscellaneous expenses incurred in the quarter associated with the wind down.


Inventory and Cash Management

Inventory ended the second quarter of fiscal 2014 at $799 million, compared to $914 million for the second quarter of fiscal 2013. The reduction in inventory was driven by a 6% decrease in inventory per store (U.S. stores), lower store count, and the strategic decisions to liquidate our Canadian business and our wholesale operations.

We ended the second quarter of fiscal 2014 with $62 million of Cash and Cash Equivalents and $57 million of borrowings under our credit facility compared to $64 million of Cash and Cash Equivalents and $142 million of borrowings under our credit facility as of the end of the second quarter of fiscal 2013. Our use of cash generated by our U.S. operations was focused on returning cash to our shareholders, lowering debt levels, and funding the closure of our Canadian operations.


Quarterly Dividend Program

During the second quarter of fiscal 2014, the Board of Directors unanimously approved the establishment of our first-ever quarterly dividend program. The second quarter dividend of $0.17 per share was paid on July 29, 2014 to shareholders of record as of the close of business on July 11, 2014.

As announced in a separate press release earlier today, on August 28, 2014, the Board of Directors declared a quarterly cash dividend for the third quarter of fiscal 2014 of $0.17 per common share payable on September 26, 2014, to shareholders of record as of the close of business on September 12, 2014.





Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



Share Repurchase Update

As a reminder, in March 2014, our Board of Directors authorized a share repurchase program (“March 2014 Share Repurchase Program”) providing for the repurchase of up to $125 million of our common shares. As previously reported, we exhausted our March 2014 Share Repurchase Program during May 2014 by investing $42.5 million to repurchase 1.1 million shares at an average price of $38.38. In total, we invested $125 million to repurchase 3.3 million shares at an average price of $38.12.

Yesterday, on August 28, 2014, our Board of Directors approved a new share repurchase program (“August 2014 Share Repurchase Program”) providing for the repurchase of up to $125 million of our common shares. The $125 million authorization is expected to be utilized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The August 2014 Share Repurchase Program is eligible to begin on September 3, 2014 and will continue until exhausted.

Common shares acquired through the share repurchase programs will be available to meet obligations under equity compensation plans and for general corporate purposes.


2014 OUTLOOK

Updates outlook for fiscal 2014 income from continuing operations to $2.40 to $2.50 per diluted share, compared to fiscal 2013 adjusted income from continuing U.S. operations of $2.45 per diluted share (non-GAAP)
Affirms comparable store sales range of +1% to +2% for fiscal 2014
Increases estimate of cash flow from continuing U.S. operations to $250 million

Based on operating results for the first two quarters and our expectations for the third and fourth quarters of fiscal 2014, we now estimate our fiscal 2014 income from continuing operations to be in the range of $2.40 to $2.50 per diluted share compared to adjusted income from continuing U.S. operations of $2.45 per diluted share for fiscal 2013 (non-GAAP). This outlook is based on comparable store sales in the range of +1% to +2%. We estimate this financial performance will result in cash flow (defined as cash provided by operating activities less cash used in investing activities) of approximately $250 million from continuing U.S. operations.


EPS from Continuing Operations
 
Full Year
 
 
 
 
 
2014 Guidance
 
2013  (1)
 
 
 
 
 
U.S. Operations
 
$2.40 - $2.50
 
$2.44
 
 
 
 
 
Impact of other non-recurring charges
 
 
$0.01
 
 
 
 
 
U.S. Operations - adjusted basis
 
$2.40 - $2.50
 
$2.45
 
 
 
 
 
EPS from Discontinued Operations
 
Approx. ($0.40)
 
($0.29)
 
 
 
 
 
(1) Non-GAAP detailed reporting provided below.





Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



Conference Call/Webcast

We will host a conference call today at 8:00 a.m. to discuss our financial results for the second quarter and provide commentary on our outlook for fiscal 2014. We invite you to listen to the webcast of the conference call through the Investor Relations section of our website http://www.biglots.com.

If you are unable to join the live webcast, an archive of the call will be available through the Investor Relations section of our website after 12:00 noon today and will remain available through midnight on Friday, September 12, 2014. A replay of this call will also be available beginning today at 12:00 noon through September 12 by dialing 1.888.203.1112 (Toll Free USA and Canada) or 1.719.457.0820 (International), and entering Replay Passcode 3761105. All times are Eastern Time.

Headquartered in Columbus, Ohio, Big Lots (NYSE: BIG) is a unique, non-traditional, discount retailer operating 1,495 BIG LOTS stores in 48 states with product assortments in the merchandise categories of Food, Consumables, Furniture & Home Décor, Seasonal, Soft Home, Hard Home, and Electronics & Accessories. Our vision is to be recognized for providing an outstanding shopping experience for our customers, valuing and developing our associates, and creating growth for our shareholders. For more information, visit www.biglots.com.


Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.



Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



 
 
 
 
 
 
 
BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 
 
 
 
 
 
 
 
AUGUST 2
 
AUGUST 3
 
 
 
 
2014
 
2013
 
 
 
 
(Unaudited)
 
(Unaudited)
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 

$62,033

 

$63,810

 
 
Inventories
 
799,479

 
913,687

 
 
Deferred income taxes
 
53,464

 
42,524

 
 
Other current assets
 
121,801

 
111,341

 
 
   Total current assets
 
1,036,777

 
1,131,362

 
 
 
 
 
 
 
 
Property and equipment - net
 
551,452

 
592,945

 
 
 
 
 
 
 
 
Deferred income taxes
 
12,937

 
7,482

 
Goodwill
 
0

 
12,991

 
Other assets
 
41,226

 
56,531

 
 
 
 

$1,642,392

 

$1,801,311

 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable
 

$379,992

 

$427,243

 
 
Property, payroll and other taxes
 
78,136

 
77,685

 
 
Accrued operating expenses
 
60,235

 
70,420

 
 
Insurance reserves
 
37,609

 
36,440

 
 
KB bankruptcy lease obligation
 
0

 
3,069

 
 
Accrued salaries and wages
 
33,167

 
26,827

 
 
Income taxes payable
 
1,552

 
1,792

 
 
   Total current liabilities
 
590,691

 
643,476

 
 
 
 
 
 
 
 
Long-term obligations under bank credit facility
56,500

 
141,700

 
 
 
 
 
 
 
 
Deferred rent
 
71,064

 
79,309

 
Insurance reserves
 
55,840

 
63,107

 
Unrecognized tax benefits
 
17,985

 
17,168

 
Other liabilities
 
27,691

 
38,931

 
 
 
 
 
 
 
 
Shareholders' equity
 
822,621

 
817,620

 
 
 
 

$1,642,392

 

$1,801,311

 
 
 
 
 
 
 
 






 
 
 
 
 
 
 
 
 
BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
13 WEEKS ENDED
 
13 WEEKS ENDED
 
 
 
 
AUGUST 2, 2014
 
AUGUST 3, 2013
 
 
 
 
 
%
 
 
%
 
 
 
 
(Unaudited)
 
(Recast)
 
 
 
 
 
 
 
 
 
 
Net sales
 

$1,195,363

100.0

 

$1,180,905

100.0

 
 
Gross margin
 
469,527

39.3

 
464,115

39.3

 
 
Selling and administrative expenses
 
412,142

34.5

 
400,088

33.9

 
 
Depreciation expense
 
29,443

2.5

 
27,534

2.3

 
Operating profit
 
27,942

2.3

 
36,493

3.1

 
 
Interest expense
 
(510
)
(0.0
)
 
(730
)
(0.1
)
 
 
Other income (expense)
 
0

0.0

 
(11
)
(0.0
)
 
Income from continuing operations before income taxes
 
27,432

2.3

 
35,752

3.0

 
 
Income tax expense
 
10,220

0.9

 
13,808

1.2

 
Income from continuing operations
 
17,212

1.4

 
21,944

1.9

 
 
Income (loss) from discontinued operations, net of tax benefit (expense) of $3,841 and ($28), respectively
 
2,726

0.2

 
(3,818
)
(0.3
)
 
Net income
 

$19,938

1.7

 

$18,126

1.5

 
 
 
 
 
 
 
 
 
 
Earnings per common share - basic (a)
 
 
 
 
 
 
 
 
Continuing operations
 

$0.31

 
 

$0.38

 
 
 
Discontinued operations
 
0.05

 
 
(0.07
)
 
 
 
Net income
 

$0.36

 
 

$0.32

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - diluted (a)
 
 
 
 
 
 
 
 
Continuing operations
 

$0.31

 
 

$0.38

 
 
 
Discontinued operations
 
0.05

 
 
(0.07
)
 
 
 
Net income
 

$0.36

 
 

$0.31

 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
54,991

 
 
57,382

 
 
 
Dilutive effect of share-based awards
 
698

 
 
542

 
 
 
Diluted
 
55,689

 
 
57,924

 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
 

$0.17

 
 

$0.00

 
 
 
 
 
 
 
 
 
 
 
(a)
The earnings per share for Continuing Operations, Discontinued Operations and Net Income are separately calculated in accordance with accounting pronouncements; therefore, the sum of earnings per share for Continuing Operations and Discontinued Operations may differ, due to rounding, from the calculated earnings per share of Net Income.
 








 
 
 
 
 
 
 
 
 
BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
26 WEEKS ENDED
 
26 WEEKS ENDED
 
 
 
 
AUGUST 2, 2014
 
AUGUST 3, 2013
 
 
 
 
 
%
 
 
%
 
 
 
 
(Unaudited)
 
(Recast)
 
 
 
 
 
 
 
 
 
 
Net sales
 

$2,476,634

100.0

 

$2,447,925

100.0

 
 
Gross margin
 
963,083

38.9

 
966,310

39.5

 
 
Selling and administrative expenses
 
829,688

33.5

 
813,990

33.3

 
 
Depreciation expense
 
58,268

2.4

 
54,379

2.2

 
Operating profit
 
75,127

3.0

 
97,941

4.0

 
 
Interest expense
 
(860
)
(0.0
)
 
(1,456
)
(0.1
)
 
 
Other income (expense)
 
0

0.0

 
(11
)
(0.0
)
 
Income from continuing operations before income taxes
 
74,267

3.0

 
96,474

3.9

 
 
Income tax expense
 
28,474

1.1

 
37,465

1.5

 
Income from continuing operations
 
45,793

1.8

 
59,009

2.4

 
 
Loss from discontinued operations, net of tax benefit of $12,796 and $142, respectively
 
(22,507
)
(0.9
)
 
(8,550
)
(0.3
)
 
Net income
 

$23,286

0.9

 

$50,459

2.1

 
 
 
 
 
 
 
 
 
 
Earnings per common share - basic (a)
 
 
 
 
 
 
 
 
Continuing operations
 

$0.82

 
 

$1.03

 
 
 
Discontinued operations
 
(0.40
)
 
 
(0.15
)
 
 
 
Net income
 

$0.42

 
 

$0.88

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - diluted (a)
 
 
 
 
 
 
 
 
Continuing operations
 

$0.81

 
 

$1.02

 
 
 
Discontinued operations
 
(0.40
)
 
 
(0.15
)
 
 
 
Net income
 

$0.41

 
 

$0.87

 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
56,001

 
 
57,344

 
 
 
Dilutive effect of share-based awards
 
630

 
 
540

 
 
 
Diluted
 
56,631

 
 
57,884

 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
 

$0.17

 
 

$0.00

 
 
 
 
 
 
 
 
 
 
 
(a)
The earnings per share for Continuing Operations, Discontinued Operations and Net Income are separately calculated in accordance with accounting pronouncements; therefore, the sum of earnings per share for Continuing Operations and Discontinued Operations may differ, due to rounding, from the calculated earnings per share of Net Income.
 







 
 
 
 
 
 
 
 
 
 
 
 
 
 
BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13 WEEKS ENDED
 
13 WEEKS ENDED
 
 
 
 
AUGUST 2, 2014
 
AUGUST 3, 2013
 
 
 
 
 (Unaudited)
 
 (Unaudited)
 
 
 
 
 
 
 
 
 
  Net cash provided by operating activities
 

$55,003

 

$21,835

 
 
 
 
 
 
 
 
 
  Net cash used in investing activities
 
(22,124
)
 
(34,278
)
 
 
 
 
 
 
 
 
 
  Net cash (used in) provided by financing activities
 
(37,888
)
 
4,802

 
 
 
 
 
 
 
 
 
    Impact of foreign currency on cash
 
(119
)
 
(218
)
 
 
 
 
 
 
 
 
Decrease in cash and cash equivalents
 
(5,128
)
 
(7,859
)
 
 
Cash and cash equivalents:
 
 
 
 
 
 
  Beginning of period
 
67,161

 
71,669

 
 
  End of period
 

$62,033

 

$63,810

 







 
 
 
 
 
 
 
 
 
 
 
 
 
 
BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26 WEEKS ENDED
 
26 WEEKS ENDED
 
 
 
 
AUGUST 2, 2014
 
AUGUST 3, 2013
 
 
 
 
 (Unaudited)
 
 (Unaudited)
 
 
 
 
 
 
 
 
 
  Net cash provided by operating activities
 

$157,169

 

$82,018

 
 
 
 
 
 
 
 
 
  Net cash used in investing activities
 
(37,608
)
 
(50,101
)
 
 
 
 
 
 
 
 
 
  Net cash used in financing activities
 
(131,296
)
 
(28,362
)
 
 
 
 
 
 
 
 
 
    Impact of foreign currency on cash
 
5,139

 
(326
)
 
 
 
 
 
 
 
 
(Decrease) increase in cash and cash equivalents
 
(6,596
)
 
3,229

 
 
Cash and cash equivalents:
 
 
 
 
 
 
  Beginning of period
 
68,629

 
60,581

 
 
  End of period
 

$62,033

 

$63,810

 








BIG LOTS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)

The following tables reconcile: (1) selling and administrative expenses, selling and administrative expense rate, operating profit (loss), operating profit (loss) rate, income tax expense (benefit), effective income tax rate, income (loss) from continuing operations, net income (loss), diluted earnings (loss) per share from continuing operations, and diluted earnings (loss) per share for the second quarter of 2013, the year-to-date 2013, the third quarter of 2013, and the full year of 2013 (GAAP financial measures) to adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit (loss), adjusted operating profit (loss) rate, adjusted income tax expense (benefit), adjusted effective income tax rate, adjusted income (loss) from continuing operations, adjusted net income (loss), adjusted diluted earnings (loss) per share from continuing operations, and adjusted diluted earnings (loss) per share (non-GAAP financial measures).

Second quarter of 2013 - Thirteen weeks ended August 3, 2013
 
 
 
 
 
 
 
 
 
 
 
 

 
As Recast
 
Adjustment to loss contingency
 
 As Adjusted (non-GAAP)
 Selling and administrative expenses
$
400,088

 
$
677

 
$
400,765

 Selling and administrative expense rate
33.9
%
 
0.1
%
 
33.9
%
 Operating profit
36,493

 
(677
)
 
35,816

 Operating profit rate
3.1
%
 
(0.1
%)
 
3.0
%
 Income tax expense
13,808

 
(247
)
 
13,561

 Effective income tax rate
38.6
%
 
0.0
%
 
38.7
%
 Income from continuing operations
21,944

 
(430
)
 
21,514

 Net income
 
18,126

 
(430
)
 
17,696

 Diluted earnings per share from
 
 
 
 
 
      continuing operations
$
0.38

 
$
(0.01
)
 
$
0.37

 Diluted earnings per share
$
0.31

 
$
(0.01
)
 
$
0.31


The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted income from continuing operations, adjusted net income, adjusted diluted earnings per share from continuing operations, and adjusted diluted earnings per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) an adjustment for the settlement of a pretax accrual of a loss contingency related to legal matters of $677 ($430, net of tax).







Year-to-date 2013 - Twenty-six weeks ended August 3, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As Recast
 
Adjustment to loss contingency
 
 As Adjusted (non-GAAP)
 Selling and administrative expenses
$
813,990

 
$
(4,375
)
 
$
809,615

 Selling and administrative expenses rate
33.3
%
 
(0.2
%)
 
33.1
%
 Operating profit
97,941

 
4,375

 
102,316

 Operating profit rate
4.0
%
 
0.2
%
 
4.2
%
 Income tax expense
37,465

 
1,615

 
39,080

 Effective income tax rate
38.8
%
 
(0.1
%)
 
38.8
%
 Income from continuing operations
59,009

 
2,760

 
61,769

 Net income
 
50,459

 
2,760

 
53,219

 Diluted earnings per share from
 
 
 
 
 
      continuing operations
$
1.02

 
$
0.05

 
$
1.07

 Diluted earnings per share
$
0.87

 
$
0.05

 
$
0.92


The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted income from continuing operations, adjusted net income, adjusted diluted earnings per share from continuing operations, and adjusted diluted earnings per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) a pretax accrual of a loss contingency related to a legal matter of $5,052 ($3,190, net of tax) combined with a pretax adjustment for settlement of the related legal matter, which resulted in a reduction of the accrual of $677 ($430, net of tax) for a total adjustment of $4,375 ($2,760, net of tax).


Third quarter of 2013 - Thirteen weeks ended November 2, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As Recast
 
Gain on sale of real estate
 
 As Adjusted (non-GAAP)
 Selling and administrative expenses
$
405,279

 
$
3,579

 
$
408,858

 Selling and administrative expenses rate
36.7
%
 
0.3
%
 
37.0
%
 Operating loss
(2,865
)
 
(3,579
)
 
(6,444
)
 Operating loss rate
(0.3
%)
 
(0.3
%)
 
(0.6
%)
 Income tax benefit
(1,951
)
 
(1,400
)
 
(3,351
)
 Effective income tax rate
50.0
%
 
(5.2
%)
 
44.8
%
Loss from continuing operations
(1,948
)
 
(2,179
)
 
(4,127
)
 Net loss
 
(9,517
)
 
(2,179
)
 
(11,696
)
 Diluted earnings (loss) per share from
 
 
 
 
 
      continuing operations
$
(0.03
)
 
$
(0.04
)
 
$
(0.07
)
 Diluted earnings (loss) per share
$
(0.17
)
 
$
(0.04
)
 
$
(0.20
)

The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating loss, adjusted operating loss rate, adjusted income tax benefit, adjusted effective income tax rate, adjusted loss from continuing operations, adjusted net loss, adjusted diluted earnings (loss) per share from continuing operations, and adjusted diluted earnings (loss) per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) a pretax adjustment for the gain on the sale of real estate of $3,579 ($2,179, net of tax).










 Full-year 2013 - Fifty-two weeks ended February 1, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 As Recast
 
 Adjustment to exclude loss contingency
 Gain on sale of real estate
 
 As Adjusted (non-GAAP)
 Selling and administrative expenses
$
1,664,031

 
$
(4,375
)
$
3,579

 
$
1,663,235

 Selling and administrative expense rate
32.5
%
 
(0.1
%)
0.1
%
 
32.5
%
 Operating profit
 
230,110

 
4,375

(3,579
)
 
230,906

 Operating profit rate
 
4.5
%
 
0.1
%
(0.1
%)
 
4.5
%
 Income tax expense
 
85,515

 
1,615

(1,400
)
 
85,730

 Effective income tax rate
37.7
%
 
0.0
%
(0.0
%)
 
37.7
%
 Income from continuing operations
141,290

 
2,760

(2,179
)
 
141,871

 Net income
 
125,295

 
2,760

(2,179
)
 
125,876

 Diluted earnings per share from
 
 
 
 
 
 
      continuing operations
$
2.44

 
$
0.05

$
(0.04
)
 
$
2.45

 Diluted earnings per share
$
2.16

 
$
0.05

$
(0.04
)
 
$
2.17



The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted income from continuing operations, adjusted net income, adjusted diluted earnings per share from continuing operations, and adjusted diluted earnings per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”): (1) a pretax charge related to the settlement of a legal matter of $4,375 ($2,760, net of tax); and (2) a pretax adjustment for the gain on the sale of real estate of $3,579 ($2,179, net of tax).


Our management believes that the disclosure of these non-GAAP financial measures provides useful information to investors because the non-GAAP financial measures present an alternative and more relevant method for measuring our operating performance, excluding special items included in the most directly comparable GAAP financial measures, that management believes is more indicative of our on-going operating results and financial condition. Our management uses these non-GAAP financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance.





                    
Exhibit 99.2

 
THOMSON REUTERS STREETEVENTS

EDITED TRANSCRIPT

BIG - Q2 2014 Big Lots Inc Earnings Call

EVENT DATE/TIME: AUGUST 29, 2014 / 12:00PM GMT  
OVERVIEW:
BIG reported 2Q14 net sales for continuing operations of $1.195b and income from continuing operations of $17.2m or $0.31 per diluted share. Expects FY14 diluted EPS from continuing operations to be $2.40-2.50 and 3Q14 loss per diluted share from continuing US operations to be $0.04-0.10. 4Q14 diluted EPS from continuing operations is expected to be $1.70-1.76.




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call


CORPORATE PARTICIPANTS
Andy Regrut Big Lots, Inc. - Director of IR
David Campisi Big Lots, Inc. - President & CEO
Tim Johnson Big Lots, Inc. - EVP and CFO

CONFERENCE CALL PARTICIPANTS
Brad Thomas KeyBanc Capital Markets - Analyst
Peter Keith Piper Jaffray - Analyst
Paul Trussell Deutsche Bank - Analyst
Matthew Boss JPMorgan - Analyst
Patrick McKeever MKM Partners - Analyst
Meredith Adler Barclays Capital - Analyst
Joe Feldman Telsey Advisory Group (TAG) - Analyst
David Mann Johnson Rice & Company - Analyst
Jeff Stein Northcoast Research - Analyst
Dan Wewer Raymond James & Associates - Analyst


PRESENTATION


Operator

Ladies and gentlemen, welcome to the Big Lots second quarter 2014 teleconference. This call is being recorded.

(Operator Instructions).

At this time I would like to introduce today's first speaker, Andy Regrut, Director of Investor Relations.


Andy Regrut - Big Lots, Inc. - Director of IR

Thanks, Laurie, and thank you everyone for joining us for our second quarter conference call. With me here today in Columbus are David Campisi, our CEO and President, and Tim Johnson, Executive Vice President, Chief Financial Officer.

Before we get started I would like to remind you that any forward-looking statements we make on today's call involve risk and uncertainties and are subject to our Safe Harbor provisions as stated in our press release and our SEC filings and that actual results can differ materially from those described in our forward-looking statements. All commentary today is focused on adjusted non-GAAP results from continuing operations. Reconciliations of GAAP to non-GAAP adjusted earnings are available in today's press release.

This morning David will start the call with a few opening comments. TJ will review the financial highlights for the quarter and update the outlook for 2014 and David will complete our prepared remarks before taking your questions. With that I will now turn it over to David.


David Campisi - Big Lots, Inc. - President & CEO

Thanks, Andy, and good morning everyone. I am very pleased with the results we reported this morning.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

For the second quarter, or the second consecutive quarter, our comps were positive and well within the guidance range we provided and our earnings were above the high end of our range. From a merchandising perspective, five of our seven merchandise categories comped positive in the quarter.

Only two categories were down to last year. Both of them were "Edit to Amplify" categories where we have downsized or exited classifications of the business.

Trends in our Food business remained very strong comping high-single digits. Trey and his team have done a great job improving the consistency and breadth of our offerings. We have improved our in-store signage to make it easier for Jennifer to find all the items on her list, while also providing an easy way for her to determine which of her favorite brands are neverouts and will always be in our stores.

We are also pleased with the progress of rolling out our coolers and freezers. We are on pace to complete this year's rollout to approximately 600 stores. This will have us somewhere in the neighborhood of 725 stores with coolers and freezers by the all-important holiday and fourth quarter selling season.

Next is Consumables. The team did a great job and the category was up mid-single digits with consistent growth in HBC, home organization, chemicals, paper, pet and housekeeping; actually very similar to Q1 results, and we love consistency at Big,another solid performance both in neverout and closeout products.

Soft Home comps were up high-single digits driven by broad-based strength across bedding, textiles, flooring and bath.

Martha and her team have done a tremendous job improving our fashion sense and executing a discipline of quality, brand, fashion and value or QBFV. We are still very early in the evolution of this category which is why I am so excited about the prospects. For the second quarter, Soft Home was a leading performer for us and back-to-school, which delivered in late July, has provided quality with a pop of color that Jennifer has responded to very, very positively.

Furniture was also up high-single digits, with strength across most departments including upholstery, casegoods, ready-to-assemble and mattresses. The business benefited from the rollout of Furniture Financing which was completed in 1,300 stores at the end of June.

Seasonal was up low-single digits. It is not a surprise. We are not the first to say it, but weather certainly wasn't our friend in the Spring and yet despite these challenges, the team put up a positive comp and we exited Q2 with Spring Seasonal inventory levels down nearly double-digits.

And finally, Electronics and Hard Home. As we expected, both of these were down mid to high teens. Remember, these categories had a majority of the "Edit to Amplify" clearance activity we began back in Q4 of last year. Even though we didn't love the product in these categories a year ago, we still had to offset or replace sales from these edits and exits. So with that I am now going to turn the call over to TJ for more insight and detail on the quarter.


Tim Johnson - Big Lots, Inc. - EVP and CFO

Thanks David, and good morning everyone. Net sales from continuing operations for the second quarter of fiscal 2014 were $1.195 billion, an increase of 1.2% over the $1.181 billion we reported last year. Comparable store sales for the stores open at least 15 months increased 1.7% which compares to our guidance range of plus 1% to plus 3%.

Income from continuing operations was $17.2 million, or $0.31 per diluted share which was slightly above the high end of our guidance which called for $0.24 to $0.30 per diluted share. This result compares to last year's adjusted income from continuing U.S. operations of $21.5 million, or $0.37 per diluted share.

For Q2 the operating profit rate for continuing operations was 2.3%, compared to last year's adjusted rate for continuing U.S. operations of 3.0%. The decline in rate was in line to slightly better than our expectations and resulted from a flat gross margin rate and expense deleverage.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

Our gross margin rate for the quarter was 39.3%, which equaled last year's Q2 rate. Total expense dollars were $442 million and the expense rate of 36.9% was up 60 basis points to last year.

Expense deleverage came from our investment in people, higher depreciation expense, and higher bonus expense as the business outperformed our internal plans in the second quarter. Interest expense was slightly less than last year and the second quarter tax rate was 37.3% compared to last year's adjusted rate of 38.7%.

During the second quarter, we opened four new stores and closed seven, leaving us with 1,493 stores and total selling square footage of 32.8 million. Income from discontinued operations for the second quarter of fiscal 2014 was $2.7 million, or $0.05 per diluted share compared to our guidance which called for an immaterial net loss. The income was a result of tax benefits that were generated with the wind down of our Canadian operations.

Moving on to the balance sheet, inventory ended the second quarter of fiscal 2014 at $799 million compared to $914 million last year. The reduction in inventory was driven by a 6% decrease in inventory per store in our U.S. stores, a lower U.S. store count and the strategic decisions to close our business in Canada and liquidate our Wholesale operation.

We ended the second quarter with $62 million of cash and cash equivalents and $57 million of borrowings under our credit facility. This compared to $64 million of cash and cash equivalents and $142 million of borrowings under our credit facility last year.

Our use of cash generated by our U.S. operations in the last 12 months was focused on returning cash to shareholders through both repurchase and dividends, lowering our overall debt levels and funding closing activities of our former Canadian operations.

As we announced at our Investor Conference in June, our Board of Directors initiated a cash dividend program on June 25. Yesterday, as part of the program, the Board declared a quarterly dividend of $0.17 per common share payable on September 26 to shareholders of record as of the close of business on September 12.

Additionally, during Q2 you may remember we completed our March 2014 share repurchase program. For that program in total, we invested $125 million to repurchase 3.3 million shares at an average price of $38.12, or nearly 20% below yesterday's closing price of approximately $47 or $48 per share.

Also, as noted in today's press release, our Board of Directors approved a new share repurchase program providing for the repurchase of up to $125 million of our common stock.

Now turning to guidance, as many of you know, Q3 is somewhat of a transitional quarter for Big Lots and many retailers as we incur costs and set up for holiday ahead of a spike in sales in Q4 or the November, December timeframe. For Q3, we are forecasting results from continuing U.S. operations to be in the range of a $0.04 to $0.10 per share, compared to an adjusted loss from continuing operations of $0.07 per share in the third quarter of fiscal 2013.

It is important to note this guidance reflects the sequential EPS improvement to last year from Q2. In fact Q1 was down $0.20 below LY, Q2 $0.06 below LY and now what we are saying with our Q3 guidance, we are forecasted to be only slightly below or potentially even beat LY.

This trajectory is consistent with our internal plans and our communicated expectations since the beginning of the year. This estimate is based on comparable store sales in the low-singledigit range, a slightly lower gross margin rate and SG&A expenses as a percent of sales slightly lower than last year.

The slight reduction in the gross margin rate is a function of merchandise mix, particularly given our expectations of a double-digit comp in Food and the planned negative comps in Seasonal, one of our higher margin categories. We planned Fall Seasonal in Q3 below LY, particularly in Halloween and early Christmas, based on the last several years of a later selling season. The potential for slight expense leverage in the model demonstrates the solidifying of the model and a low leverage point taking hold.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

For Q4, we are forecasting income from continuing operations to be in the range of $1.70 to $1.76 per diluted share, compared to adjusted income from continuing U.S. operations of $1.45 per diluted share in the fourth quarter of fiscal 2013. This forecast assumes comps in the low-single digit range, a significantly higher gross margin rate, and expenses as a percent of sales slightly higher than last year.

The improvement in the gross margin rate anticipates fewer markdowns this year as we anniversary the impact of the edits and exits in last year's Q4 results. Expenses as a percent of sales are expected to increase slightly in this model driven by potential bonus payouts this year, compared to virtually no payouts in the prior year.

Our updated outlook for the full year fiscal 2014 calls for income from continuing U.S. operations to be in the range of $2.40 to $2.50 per diluted share. This compares to our previous guidance of $2.35 to $2.50 per diluted share, and to fiscal 2013 adjusted income from continuing operations of $2.45 per diluted share.

Our updated guidance is based on a total sales increase of 1% to 2% and comparable store sales up 1% to 2%. Based on what we know today, we expect CapEx in the range of $100 million to $105 million and have lowered our depreciation estimates to be in the range of $118 million to $120 million.

We now estimate opening 24 new stores in fiscal 2014 and closing in the range of 60 to 65 stores. This compares to prior guidance of 30 new and 50 closings.

We expect this level of financial performance will generate approximately $250 million of cash flow from our U.S. continuing operations, or $80 million above our prior estimate. This increase is principally due to lower inventory and lower cash tax payments due to the recognition of certain U.S. tax implications related to the wind down of our Canadian operations.

The merchant and planning teams, or BPARM teams, as we call them, have managed inventory very well and made progress sooner than we would have planned. Correspondingly, we now expect inventory turns of approximately 3.5 times and to end fiscal 2014 with inventory levels well below LY. So with that I will turn the call back over to David.


David Campisi - Big Lots, Inc. - President & CEO

Thanks, TJ. Before we take your questions this morning I want to share a few closing thoughts. In Q2, we continued to make transformative changes to our Company, and in the quarter, we had a number of significant accomplishments that are worth highlighting.

First, we successfully completed the sellthrough of the edits and exits that were part of our "Edit to Amplify" merchandising strategy. The sellthrough was completed as planned in both terms of timing and the financial impact. With this activity behind us we are now focusing intensely on our assortment planning for the amplification of our categories.

We continue to roll out coolers and freezers. We now have them in approximately 650 stores and remaining on track to be SNAP and EBT eligible for approximately 725 stores by October 1.

We completed the rollout of Furniture Financing ahead of schedule to 1,300 stores across the country.The program continues to deliver incremental sales of 9% to 10% in

Furniture and has been expanded beyond just the Furniture category to higher ticket items in Seasonal and Hard Home, and with the completed rollout, we are now able to use broader, more national channels of advertising to raise customer awareness.

We delivered excess cash to shareholders by completing the March 2014 share repurchase authorization and announcing a quarterly dividend program, the first in our Company's history, and paid our Q2 dividend near the end of July. We hosted our first Investor Conference in over a decade. It was here in Columbus, and it included an opportunity for you to meet and interact with many members of the Big Lot team.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

We also walked our Polaris store, which has a merchandise layout that is more representative of where we want to be in the future. In short, we did what we said we were going to do and more, and delivered results.

Based on this list, and I assure you there are many more accomplishments that I did not mention, it is clearly not business as usual here at Big Lots. None of this could have happened and been achieved without a complete team effort and a working cross-functional team.

I could not be any more proud of this team and their commitment to Jennifer. We are one team with one goal, and Mike and his team in human resources have done a wonderful job of making sure we are focused on our single biggest asset, our people.

I want to thank all of our associates in the field and in the distribution centers and in our corporate office for their hard work, dedication, willingness to change, and uncompromising drive for improvement. As I look forward to Q3 and beyond, we continue to focus on Jennifer and what is most important to her when shopping at Big Lots.

The improvements in our product assortments that you can see today in our stores for back-to-school and our recent Food expansion are real-time examples of how we are staying relevant and top of mind with her. And I believe she will notice a difference in our holiday offerings in Christmas trim, soft home and giftable products across the store.

I have been working with Rich and the merchant teams on our holiday plans, and I think the preparations this year are better than ever. The components of quality, brand, fashion and value are evident across the store.

From a marketing perspective, Andy and his team have new holiday strategies for a 360 consumer engagement ranging from print, to digital and TV, to our relatively new entry into social media, and I believe our advertising plans have never been better.

So what lies ahead for us? Store execution. Lisa described it at our Conference in June as revolutionary for the stores.

We have a new focus on Jennifer's shopping experience and the team is early in the process of implementing our standards that will help us deliver on our vision of providing an outstanding shopping experience for Jennifer. The Christmas holiday is critical to our success, and we know we have teams in our stores and the distribution centers that we can count on to deliver a great holiday.

My final closing thought for the day is in regards to our strategic planning process and specifically this cross-functional team involvement that was described at the Investor Conference. Our KRA teams involve well over 100 people who, in addition to their day jobs, remain laser-focused on the longer-term strategies and process improvements embedded in the plan.

We know where we want to be this quarter, next quarter, next year and the year after that and these teams are ensuring we stay on pace towards reaching our goals. We have covered a lot of ground over the last 16 months but we are truly at the beginning of the beginning.


Andy Regrut - Big Lots, Inc. - Director of IR

Laurie, we would now like to open the lines for questions at this time.




QUESTIONS AND ANSWERS


Operator

Certainly. (Operator Instructions). Brad Thomas, KeyBanc Capital Markets.




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

Brad Thomas - KeyBanc Capital Markets - Analyst

Thank you, good morning, and let me say congratulations on continued improvement in the business. My question would be around the gross margin.

Was encouraged to see the results this quarter. I was hoping you could talk a little bit more about the puts and the takes in the quarter and as we look forward beyond mix, what some of the opportunities might be for you?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes, I will start and certainly ask David to chime in. What we were encouraged by in the quarter, Brad, was continued strength particularly in our Soft Home business, which as you know, is a higher-margin business.

We were favorable or very encouraged in the way we were also able to sellthrough on the Seasonal side of our business, lawn and garden and summer in particular. Coming off of a little bit of tough external and weather in the first quarter, we were cautious coming into the second quarter how we would be able to move through that product. But I think the team did an excellent job of monitoring pricing and sellthrough and the store teams did a great job of making sure it was front and center so that we could get credit for some of the pricing action we were taking.

So I would suggest to you that if there was any bit of positive good news in the second quarter allowing us to deliver a flat rate, it would be predominately in those two areas. Looking forward in the third quarter, again we have just finished what we think is a very impactful reset in the Food area. This is the end result of what began back in the fourth quarter where we began the "Edit to Amplify" process and exited certain businesses.

So we have now been able to consolidate and offer up space, additional space, to the Food department and we are very encouraged at the way that that has started off here in the third quarter.

So as I mentioned in the prepared comments, we expect double-digit comps in Food in the third quarter. Clearly that has some level of mix impact on our business particularly here in the third quarter, Brad, as you know from following us for a long, long time.

Third quarter is a bit of a unique quarter for our business in that Food and Consumables, in particular, are at their peak in terms of penetration for the business. So that's really what's having a little bit of an impact on the mix here in third quarter.

Additionally, third quarter is also a low point in the year for penetration of business in our Seasonal category, or a higher-margin category. So really when you put those two things together and you understand that we are trying to learn from the past and not put too much pressure on the shortfall selling seasons and Seasonal, that's really what is contributing to the rate coming up a little bit short to LY in third quarter.

Again, this is consistent with what our merchants have planned all along. The cadence of this activity is consistent with what we have forecasted from a financial standpoint. We are right on track and doing what we said we were going to do from a transition standpoint in changing out the store.


Brad Thomas - KeyBanc Capital Markets - Analyst

And if I could just follow-up. In the first quarter there was a pretty big drag from markdowns associated with exiting products as part of the "Edit to Amplify" strategy. Could you quantify the magnitude drag in 2Q and what you think will happen in 3Q?


Tim Johnson - Big Lots, Inc. - EVP and CFO

From the "Edit to Amplify", the markdown impact in second quarter was nowhere near what it was in first quarter, again which allowed us to have a little bit more level playing field to last year looking at the margin. The "Edit to Amplify", or the exit category impact on markdowns that we started in fourth quarter is behind us in the spring season, consistent with what we said we would do. So there is really no lingering impact from those markdowns that started in fourth quarter.


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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call



Brad Thomas - KeyBanc Capital Markets - Analyst

Great. Thank you very much.


Operator

Peter Keith, Piper Jaffray.


Peter Keith - Piper Jaffray - Analyst

Hi, good morning everyone and congrats from me as well. I just want to follow-up on the "Edit to Amplify", more on the sales impact. Is there a way you could characterize how those two categories maybe had a negative impact on comp for Q2?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes, Peter, if you look at the sum total of those businesses, in round numbers if they are in the range of 15% to 20% of the business and call them down mid-teens, that's the simple math. So there is a couple point drag in the quarter on the edited categories that began back in fourth quarter.

Again, we are still up against that volume, some volume in third quarter. We are up against volume in fourth quarter. We are up against clearance volume in fourth quarter in each of those categories, all of which was contemplated in our plans and our guidance since the beginning of the year.

So there really have been no surprises in that perspective. I don't know if, David --


David Campisi - Big Lots, Inc. - President & CEO

I would just add to that, Peter, that we were, as I said earlier, very pleased with the sellthrough of the exit categories. And really when I talk about we are now in the amplification stage of that even in second quarter to a lesser degree, more so in third and fourth quarter, the go-forward businesses we will continue to challenge our assortments and edit as well as we move forward.

But honestly I can tell you very very pleased with the sellthroughs. And again in the second quarter we all know in retail June was a difficult month for all of us and we came out of June with some very strong momentum in July. And so I would just tell you that the sellthroughs in July versus June were significantly improved and they continue to move in that direction.


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes, and that's a pretty important note. So we will get ahead of the question that it is probably coming somewhere in the queue on the cadence during the quarter. I would characterize it this way.

We put up a 1.7% comp quarter, which we were very pleased with, second consecutive quarter of comping after two years of not. So we are very happy with where the second quarter ended and we are pleased with where the third quarter has started.

During the second quarter, May as a month actually comped above the quarter at 1.7%, so May was above. June was a relatively flat month for us. I would tell you, though, we have we think pretty good competitive information available to us. And we actually think from a trend standpoint we probably fared a little bit better in the month of June than maybe some of our competitive set. And then July for the month comped above the quarter as well.


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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call


So that was kind of the cadence during the quarter. And to David's point, June being the more difficult month of the quarter was still relatively flat.

So we are very pleased with the second quarter. We are very pleased with coming out of July into August particularly with some of the good sellthrough that we have seen in back to school, not necessarily the stationery side of the business but looking at really the quality, brand, fashion, value categories particularly in Furniture and Soft Home.

It's really clear to us when we walk the stores that Jennifer is giving us credit for some of the early changes that have been made in assortment by the merchant teams.


Peter Keith - Piper Jaffray - Analyst

That's very helpful. I did want to ask just one quick follow-up for modeling purposes on that "Edit to Amplify". So if it is 15% down on 15% of sales, so it's maybe a 2% comp headwind in the second quarter, does that dynamic continue in Q3/Q4? Does it maybe get even worse because those categories do mix up a little bit in the back half of the year?


Tim Johnson - Big Lots, Inc. - EVP and CFO

It probably gives us a little more headwind in the back half of the year, Peter. That's a really good question. Maybe not so much in the third quarter as fourth quarter.

If you think about particularly some of the classifications that we have downsized or exited in electronics, you followed us for a while so you will remember a couple of years back we had a bang-up holiday in electronics in tablets, in particular. We did okay in that business to slightly down last year.

But there is still real dollars there that we have to comp either within those categories or more likely in the amplify parts of our business. So to your question, I would suggest the headwind is probably a little bit bigger in fourth, particularly in electronics.

And remember, we came out last December and told you guys that we were going to take some pretty significant markdowns in December and January to start. And obviously we did some volume and did some good work liquidating that merchandise and driving some volume in the fourth quarter last year.


David Campisi - Big Lots, Inc. - President & CEO

And I would just add to that, Peter, that TJ is right about what he just said as far as the headwind. But I would also tell you that there is a different approach to how we buy, as we said at the Investors Conference in June.

And in the past, we would've either had a big closeout that we didn't comp, or we had a big clearance activity that we didn't comp. The new approach to how the BPARM teams act and how the GMMs and Rich and his team plan with Lisa's planning team, is very very different than the prior let's say 10 years or so.

And I am very very confident in both third and fourth quarter, especially the fourth quarter and the product offerings and the assortments. We have our store within a store here in our headquarters and bringing in all the regional vice presidents from across the country a month ago, walking those sets and showing them the power of the product offerings and the power of the marketing strategy. I am more than confident we can offset more than the headwind that we are talking about.


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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call



Peter Keith - Piper Jaffray - Analyst

Okay. Those categories do look much better, so it sounds like it's a sort of a short-term headwind that goes away by 2015? Thanks a lot for all the feedback.


Operator

Paul Trussell, Deutsche Bank.


Paul Trussell - Deutsche Bank - Analyst

Good morning. Just a question. You have given a lot of good color on the top line.

Just wanted to inquire about the spread between the stores that have the coolers and the EBT program versus those that don't. If you can just remind us of the difference in the Consumables business before and after and the same with the Furniture Financing.

Obviously, you have the 1,300 stores now all complete with that rollout. But what is the ramp up curve there, how long does it take for that customer to recognize it and utilize it and the Furniture comps begin to turn up? And then just moving forward, now that you have a lot more penetration of these initiatives if you can just highlight for us, David, the messaging and marketing strategy going forward?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Paul, let me start on the first two pieces and then I will turn it over to David on marketing. The first question you asked on coolers and freezers, I would tell you the rollout particularly in some of our larger markets in California and Florida has gone as expected if not a little bit better in those two major markets, particularly given the population density, etc., around those stores.

Those have trended very very well. We've also expanded it to Ohio, Texas and a handful of other states. I would suggest to you that our initial goal for this year based on our test results last year had us comping up 1% to 2% in those stores incrementally, particularly in the Food categories and to a lesser extent Consumables in the balance of store.

In the aggregate, we are still pleased with what has happened this year in coolers and freezers. It was the right decision for our business. We've had that validated in the spring season.

We will do a handful more stores in the next few weeks and then we take a break in the middle part of October in the stores then focus on delivering holiday in the ramp up in volume in November and December. And then we will start back up with the balance of chain that is eligible to be completed in the January/February timeframe.

So we are moving ahead as communicated at the beginning of the year and as planned. From a Furniture Financing standpoint, the second part of your question, the recognition on behalf of the customer is almost immediate. So as soon as the training was completed in stores, the customer recognized the opportunity and we started funding, or our partner at Progressive, started funding lease to purchase sales, so the recognition is almost immediate.

That initiative has again performed exactly as we planned it. There is a surprisingly tight range of performance -- or the inverse of that is there is very little disparity. Clearly there are some store managers who have really gone after it in a very, very aggressive way.

Because they understand the impact on their business but the performance has been very consistent across stores and markets. So we are very confident that that business will continue to perform very well in the back half of the year.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

Additionally, what is interesting there and it's a little clearer to us in Furniture, is as stores come up on their anniversaries so to speak, so we have stores in test mode beginning in the summer of last year, as they start to anniversary that test beginning last year, the business continues to perform very well. So this suggests to us, again this is not a one-hit wonder, this is something that we can build on going into 2015 and beyond. And that is really where some of the opportunities come from for some of the marketing that we can now talk about in a bigger way.


David Campisi - Big Lots, Inc. - President & CEO

So Paul, on the marketing can you repeat the question you had on the marketing strategy?


Paul Trussell - Deutsche Bank - Analyst

Yes, David, just wanted to -- just was interested in understanding better the go-forward marketing strategy now that you have a national Furniture Financing program, now that you have coolers of a higher penetration of coolers -- you have the increased assortment of branded products.

So just interested in how we might see changes in the circular. I recently saw a commercial. Just if you can reiterate what that go-forward marketing strategy is?


David Campisi - Big Lots, Inc. - President & CEO

Sure, Paul. So a couple of things. The circular obviously is a piece of the marketing strategy. And I think two weeks ago we came out with the front cover was all Food and Consumables product really launching the new expanded assortment in Food.

So that is one attempt. The other thing that you may be referring to is we launched, in August, Andy's team along with our marketing OKRP, we launched four viral videos on the secret top brand alert. And those four viral videos, if you haven't seen them, you guys should watch them, they are pretty funny.

But the impact that they have on the business is pretty significant. And as we continue to play in that social space we are seeing real movement out there and it is meaningful.

And then secondly, obviously you mentioned the television piece of it. We will continue into the back half of the year with some really fantastic exciting TV spots.

This OKRP and Andy's team have been able to hit on something that very seldom works and that is adding a little bit of humor to your marketing approach and it is working very well. And what you are going to see as we move into the back half, October/November, is incredible marketing from a signing point of view and a Christmas campaign, that, I can't let the cat out of the bag guys, but it is best-of-class.

And along with that, what has happened is the merchants have done such a great job of being able to do 5 for $5, in pet 3 for $10. So it has allowed the marketing team to build a holiday campaign that really really plays off of the compelling value we have out there on our products. So again marketing is also the in-store execution piece of it too.


Paul Trussell - Deutsche Bank - Analyst

That's helpful. Thank you.


Operator

Matthew Boss, JPMorgan.


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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call



Matthew Boss - JPMorgan - Analyst

Good morning. So as you think about the inflection that you are seeing on the top line, are you seeing a new customer in the store, increased conversion, or a little bit of both? And then any changes by category that you are seeing as it relates to this?


Tim Johnson - Big Lots, Inc. - EVP and CFO

I think it is difficult for us to really answer that question fully. I think from our perspective anyway, we have customers shopping our store every day. We have traffic coming cross the threshold every day and our job is to convert them.

And I think that's where, candidly, some of the new initiatives with Furniture Financing and coolers and freezers, while I think there is probably an opportunity there and we are attracting some level of new customer, I think probably the predominant amount of the impact is just us taking down barriers and converting customers who probably have wanted to shop our stores and just we haven't been able to either take their form of tender when it comes to SNAP and EBT, or haven't offered financing that was either affordable to them or something that they could qualify for. So I think in each of those respects while there is a new customer element, more than likely we are converting customers who might have been shopping elsewhere.

So taking a little bit of share back after years of not being able to do that. I think -- this is the finance guy talking here from a marketing perspective -- I think the work that Andy and his team are doing from a social standpoint and really some edgy TV, etc., is the opportunity to maybe introduce some people, or reintroduce or re-energize them about coming back into Big Lots.

Additionally, David has been very vocal with the leaders' group about really getting the word out on our own. And word-of-mouth not just here in Columbus but across the country from our stores team is pretty important too.


David Campisi - Big Lots, Inc. - President & CEO

And I would just add to that, Matt, that again as I said, we are still at the beginning of the beginning. If you think about 15, 16 months ago where we were and where we are today, it is pretty powerful. We've got momentum.

But I would just tell you that as far as knowing new customers, you kind of look at what we are selling in the box and the improvement and the quality and the fashion side of it. I said many many quarters, stop buying ugly and we've done a pretty darn good job of stopping that,and the taste level has improved significantly.

And so it is my hope that we are attracting new customers but again we are so early in this turnaround that it's going to take time, as TJ said, word of mouth is the most powerful form of marketing. We discovered that we need to get those viral videos out to our 38,000 associates out in the field so that they can share those with their friends and family.

And I think it's just one of those things where it's going to take time. But I believe that we can take share, we can take a higher level customer, we can also get that SNAP/EBT customer who was not allowed to shop in our Food departments for all these years. So on both ends of the scale, it is our belief that we will attract new incremental customers in our stores.


Matthew Boss - JPMorgan - Analyst

Great, and then can you just talk about the opportunity from a vendor perspective, any recent new brand introductions and categories (technical difficulty)?




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

David Campisi - Big Lots, Inc. - President & CEO

That's a great question, Matt. I would tell you that we are very focused and that's a big one for Rich and his team.

We buy from way, way too many vendors, and when you look at the number of vendors and then the top 100 driving a significantly high penetration of your total sales, we are razor-focused on the big guys and having topped the tops with them and in some cases I am involved, some not.

But with the big guys I definitely am involved, and we are building bigger and better relationships, and the exciting part of that and what is happening on the vendor side is they are hearing good things.

They are seeing significant improvements in our stores albeit we are not satisfied. We know we can do better. But it is improving and with that being said, they are coming to us wanting to do more business than they used to.

And some of that, candidly, is they didn't want the product in our stores because of the way we used to present it and merchandise it and just throw stuff on a shelf. Today, our stores are much more edited and they are able to really put the product out because of our focus on the QBFV side.

So again, I would just tell you it's very very encouraging to see the big guys in here. Hostess's CEO was in here last week and wanting to build the business to higher levels and those are meaningful conversations. And it's not just in the Food area, it's in the Furniture business.

We have a solid, solid relationship with Serta and our belief is we can take that business to a much, much higher level than it is at today and they want to partner with us. So yes, it is a new time for our Company with the big guys and they are no longer embarrassed to see their product in our stores, which is a great thing.


Matthew Boss - JPMorgan - Analyst

Great. Best of luck.


Operator

Patrick McKeever, MKM Partners.


Patrick McKeever - MKM Partners - Analyst

Thanks, good morning everyone. Just a couple of quick ones.

The first is, are you seeing any pressure on your shipping costs from some of the trucker shortages that have been mentioned by some other retailers? The other quick one was, do you have any -- your inventories are pretty lean here, do you have any concerns about possible disruptions at the Port of Los Angeles and are you doing anything just to mitigate any potential disruptions?

Dollar General mentioned that they had brought some holiday inventory in early. And I know it's not like in prior years where that has been a bigger threat, but nonetheless, it sounds like there have been some issues. And it sounds like there could be some more as we move closer to the holiday.


David Campisi - Big Lots, Inc. - President & CEO

I'll take the question and then turn it over to TJ if he's got more to add. The shipping costs for us, they are not significant. We haven't really felt anything that would cause us for any alarm in that area.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

I would tell you that we have in that group under Carlos's leadership, a very solid group of guys that understand how to get product not only from Asia through the Port of LA and into our distribution centers but how to get product to our stores at a very efficient and costly way. So we monitor that, obviously, on a daily basis and his team does a fantastic job. No issue there.

And as far as the inventory piece, I would tell you that forever -- from probably day one, Lisa and TJ were always telling me that we needed to spin our inventory faster, and I think you know Patrick from covering our Company for as many years as you have, that from a sales per square foot point of view and an inventory turn, we are not best-of-class.

So, we certainly believe that we have much upside. We are not concerned at all with those inventory levels because they are where they need to be. A lot of those are in the exit categories.

And obviously in that inventory number is a little bit of Canada and a few changes in how we manage some of our vendors, as well. We will continue to drive that inventory down over time because our goal is to be best-of-class in inventory turn.

And that's what happens too, guys, is that when you clean up your inventories and just stop buying stuff and you start buying real product with a thought process behind it, you spin your inventory faster. Our sellthroughs in some of the Home categories for back-to-school are phenomenal.

They were double-digits every week and that's what we need to have. That's the expectation. So no concern there.

And lastly, we really haven't -- we are all over the LA thing and monitoring it very closely. And Carlos updates us weekly, but we felt like we weathered the storm there quite well and are not feeling anything at this point in time and we do have a backup plan.

So I think we are in good shape. TJ, you got anything to add to that?


Tim Johnson - Big Lots, Inc. - EVP and CFO

No. Well said.


David Campisi - Big Lots, Inc. - President & CEO

All right, Patrick. Thank you.


Patrick McKeever - MKM Partners - Analyst

Good and then just a little different question on e-commerce, and I realize e-commerce is very much in the development phase for you right now.

The question is really, though, as we look into the holiday it just sounds like it's going to be -- I don't know what the right word is but just pretty darn intense in terms of free shipping and you've got the big guys that are really, really making a very aggressive omnichannel push around the holiday. So the question is, as you are developing your own e-commerce platform, it's obviously not going to be done by Christmas, so what do you do this holiday to mitigate some of those pressures?


David Campisi - Big Lots, Inc. - President & CEO

I would tell you, right, we are in the very early stages. And I think before when we had our Investor Conference I don't think Oscar was here yet, I think he just joined us like a month ago.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

So we have a new VP over e-commerce and this guy really is talented, knows what he is doing. But along with Andy and his team from a social point of view, we have a website. Obviously, you cannot buy on that website, but we use it in a big way from a marketing point of view.

And I didn't tell that to I think it was Paul that was asking about that, but that piece is very powerful and it does attract a ton of consumers who are looking at our website for product and so on, and we have lots of offers that go out via that email.

And so we will continue to use it to hit hard with offers and showing product and value during the fourth quarter. Obviously, we understand that there's pressure there on all those guys in that space. But it is something that we deal with and have dealt with for a long time.

We know that that's a significant opportunity, that's why we are knee-deep into the beginning of building out an e-commerce omnichannel strategy. But our plan is to go into the quarter and hit the social piece hard and then hit the email hard on a very frequent cadence as we build through the quarter.

And candidly, I don't know Patrick, if you have looked at some of those emails and if you see the quality of the execution versus the past. They are very, very different and Andy would tell you that the number of Jennifers that go on that and look at it and open those emails is pretty significant.

And a lot of the research that he has done as well tells us that she is certainly using and shopping online and wants us to have that offering, and that's why we are going down that path.


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes Patrick, I would just add to that certainly it is going to be competitive in the holiday season. We all recognize that.

Certainly there are more and more retailers flexing in e-comm and omnichannel. We realize that.

But what we also realize is we really need to stay focused on our Big Lots strategy and doing what we do best, and that is product and when you see the Seasonal product and the Home product in particular for holiday, you will recognize a difference to last year and the years gone by.

So I think to my earlier point, we have a number of customers that come across our threshold each and every day and really product is king in our business, and what the team has put together for holiday along with all the marketing efforts and the new energy, the significant new energy coming out of our My Big Lots meeting last week from a stores perspective, we think we are absolutely driving as hard as we possibly can towards the holiday selling season. So there's a new energy behind holiday and what we are trying to execute than maybe we have ever done before.


Patrick McKeever - MKM Partners - Analyst

Great. Thanks, TJ. Thanks, David.


Operator

(Operator Instructions). Meredith Adler, Barclays.


Meredith Adler - Barclays Capital - Analyst

Thanks for taking my question. I have two questions.

The first is, just talk a little bit about your closures and you do seem to have closed more stores than you had anticipated. Could you just talk a little bit about how you are thinking about that?



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call


Tim Johnson - Big Lots, Inc. - EVP and CFO

Sure, Meredith. We are anticipating more store closings to the tune of 10 or 15 more stores than when we started the year.

The reality of the situation is we are looking at our store performance. We are looking at our position in the marketplace. We are understanding better our landlord relationships and putting that altogether and evaluating each store that comes up on renewal.

The first point I would make is the incremental amount of store closings, the stores that we are looking at, the 10 to 15 extra, does not necessarily mean those stores are losing money, or not generating cash. In fact, I think of the incremental stores that we are closing there might be one store that is cash negative.

So this is not representative of a chain that we have a lot of money-losing stores or a lot of cash-negative stores. The reality is we don't.

But what we are looking at is really coming across renewals in this environment today, and this may surprise some people, but the occupancy level out there in retail in boxes our size is very high right now. Though the inverse is there's very few open locations for us to move to.

And additionally, given the occupancy level is so high in our size box, the landlords are much more firm on rent steps and pricing than maybe they have been in the last few years. So, when we look at a store on renewal and if it's a store that still is generating cash but might be comping down, we are looking at the market in total and saying where do we have opportunities in the market?

Can we replace some portion of this volume and move it to a nearby comp store or nearby new store that is going to be opening to make the overall market profitability stronger? That's really the focus.

And what has come from that is an incremental 10 or 15 more store closings than we originally anticipated at the beginning of the year. We feel very good about the opportunity through merchandising and marketing and the stores team across functional efforts to try to make sure that as we close stores in the fourth quarter, we move as much volume as possible to nearby comp stores, again increasing the overall market productivity.

So, we are not of the mindset to manage to a certain number of new stores in a year or a certain number of closings at the expense of making a bad decision or a short-term decision that we might regret later. So, we are very comfortable with where we are from a real estate standpoint as we end this year.


Meredith Adler - Barclays Capital - Analyst

Okay, great. And then just switching gears, a question about -- talked about third quarter Seasonal and I think Halloween might have been a good holiday for you in the past maybe that's not true. Could you maybe talk about -- it sounds like you are really deemphasizing it, maybe talk about why that is, is the volume shifting elsewhere, are people not shopping?


David Campisi - Big Lots, Inc. - President & CEO

Go ahead, Meredith. Finish your question.


Meredith Adler - Barclays Capital - Analyst

No, that was it.




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

David Campisi - Big Lots, Inc. - President & CEO

Okay, I will take this one and maybe TJ can pile on a little bit since he has been here for 16 years, whatever it is. I would say both of those Halloween and harvest categories have been down-trending in the industry for quite some time and for us it is a business.

It's not that it's not there, it is just one of those categories that has down-trended. And in the last few years, we have had to take significant markdowns to clear that inventory.

It is a short season and you go in with a high margin but you don't necessarily come out with one at the end game. So, what we made a conscious decision to do this year, is to plan both of those categories down and shift those dollars to fund businesses that are working for us like the Home, like the Food area, like Furniture.

If you look at those three businesses Food, Furniture and Home, those are the three targets as we move into the back half, not that the other categories aren't important but those are significant, and we made that decision to get in and get out, so to speak, so we can set holiday right after the end of September, basically.

We've got a little bit of early stuff out there, in a very very very small way, but it's just not an important category. And again, when I talked earlier about editing in those categories, even what is on the floor today, we will continue to edit pieces of it, what I call the arts and crafty side of it, that we don't need to be in.

And again, as I said before, very thoughtful planning by the BPARM teams, Rich and Lisa's teams, to ensure that we plan that down. But, we have an offset strategy, and we do.


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes, Meredith, it has been a tough business for a number of years, particularly in Halloween and particularly and I will call it early Christmas selling. The customer is waiting later and later each year. We are trying to reflect the learnings from last year in our plans and guidance for this year.

I do want to clarify one thing though, and David may want to chime in here, when we are talking about Halloween, we are talking about things like costumes, outdoor decorations, things like that, the more discretionary piece of our business. One area of the business that is not reported in Halloween that we do feel very good about going into the back half of the year is candy and seasonal candy.

So under Trey and Mike Morales's leadership, we have brought in new buying resources there, and we are already seeing improvements in that business with new deliveries.

So, we feel very good about that piece heading into the back half of the year. But what we are really talking about from a Halloween perspective that is down trending is more the discretionary or outdoor or costume side of the business.


David Campisi - Big Lots, Inc. - President & CEO

Yes, I would agree.


Meredith Adler - Barclays Capital - Analyst

How does the margin on the Halloween candy compare to the margin in Food more generally?




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

David Campisi - Big Lots, Inc. - President & CEO

I'm sorry, could you repeat that?


Meredith Adler - Barclays Capital - Analyst

How does the margin on Halloween candy, or candy generally, compare to the rest of food?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Compared to the rest of the food, it is probably pretty similar. I guess to the extent we are buying it on closeout there might be a little bit of opportunity there. But that's all factored into our forecast and guidance and as you know, Food, in particular, is going to be a little bit below the Company average and margin rate to start with.


Meredith Adler - Barclays Capital - Analyst

Right. Well, thank you. Excellent consistency, it is great to see.


Operator

Joe Feldman, Telsey Advisory Group.


Joe Feldman - Telsey Advisory Group (TAG) - Analyst

Hey, guys. Also offer some congratulations on the quarter. I wanted to ask about the store execution initiatives.

I recall from the Analyst Day and you touched on it a little here, a lot I recall was around training and maybe just getting some store standards more consistent across the board. I was hoping, Dave, maybe you could talk a little more detailed about it and what we should expect over the next maybe 6 to 12 months? I assume it is more of a 2015 initiative that will really see changes?


David Campisi - Big Lots, Inc. - President & CEO

Okay, thanks Joe, good question. Actually, we just spent two days with the Board and Lisa and Nick presented a pretty powerful strategy on stores roles and responsibilities and where we are at and we were going and so on and how much time our store managers focus on task versus customer service and so on.

And you are right, we are at the beginning of the beginning here and this one is big. But I would tell you and I am excited to share a couple of things with you because we are really razor-focused on the stores.

And we know that what we have created here in the corporate office is powerful with a lot of energy and momentum, and we believe that we are on the path to do the same thing in our stores, and we just announced last week at the My Big Lots meeting when all the district managers were here for three days that we are getting rid of that word manager,and the manager is now the store team leader, and it goes all the way to the top where it's not just a store team leader but it's the district team leader.

So, we are focused on a different approach to how you lead in the field versus managing, and then from a process point of view, it is so big that I would have to spend a few hours with you just to explain to you what Lisa and Nick and his team are off to the races doing, that developing everything from guidelines on national guidelines for store leadership schedules, we will be implementing you are right in 2015 more automation to that, but it is a -- it really is a big project.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

Rolling out an online application system versus -- I kind of laugh when I say some of these things because it's an amazing thing that we do, the volume we do with some of the lack of processes and disciplines in our stores. And so the thing that is great is it was so well received last week by the DMs and the regional vice presidents, but everything from labor scheduling will become automated.

We are doing a test in a few stores to ensure that it is done right, but we have looked at it so deeply and the ahas and what we have found out about how we operate in the stores, we have huge upside there in developing the labor scheduling.

So, we will do a pilot this fall in 25 stores with the full rollout in 2015. What we call Dock to Stock, we are engineering the back room so that when the stores receive freight they are going to do it efficiently, let's put it that way.

We are redesigning the back room flow as needed to maximize that efficiency. Because we want our folks on the floor taking care of customers and we are adding new equipment, and I think TJ, we are spending $1.6 million on replacing some of the handling equipment in our back rooms to make it easier on our stores.

Again, as you go through the whole metrics we have put together, productivity goals for the stores and measurements that they have, big signs in the back room similar to what we do in our distribution centers that measures how much is unloaded by day versus last week, two weeks ago, three weeks, and what that does is it creates competitiveness, excitement.

And we talk a lot about people, pride and passion in our stores and giving them, just like we gave the merchants QBFV, ECRS, all of those things to help them do their jobs better, we are doing the same thing in our stores. So a lot of automation, a lot more to that and I'm sure I will get the opportunity to get in front of you and give you a little bit more on that.


Joe Feldman - Telsey Advisory Group (TAG) - Analyst

Got it. That's really helpful, thanks. I will leave it there.

A lot of my other questions were answered. Thank you.


Operator

David Mann, Johnson Rice.


David Mann - Johnson Rice & Company - Analyst

Yes, thank you. Good morning. Nice job, guys.

Question about a couple of categories that are the edited categories. I'm just curious, were those categories on plan in terms of the remaining subcategories that you are emphasizing? And is there possibly an opportunity to edit those even further to take advantage of the strength in the other areas that you are amplifying?


David Campisi - Big Lots, Inc. - President & CEO

I would tell you that, yes, there's two things. One is what we call the exit categories where we are not carrying plumbing and tools and toilet seats and it's a pretty long list of stuff. The product is gone and will never be in our stores again.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

And then the edit categories, let's take electronics as an example. We exited TVs, and for the most part, the tablet business unless there is some significant opportunity that gets put in front of us.

And then we said we were going to go after, and we are, the accessories business in electronics, and if you look at the new reset in our stores, we are pretty proud of the way that looks -- new packaging, new signing -- but there is significant editing that is going to continue in there, and we did edit, not only just the SKU count, but the vendor structure in there as well, and we are starting to see the payback.

As you navigate, David, through the store and you start looking at the Home, as an example, even in Furniture in some cases, we feel like we can continue to edit and amplify categories that are really working and along with that do some testing and have some courage to step up some of the price point offerings as well. But what we are at -- the stage we are at today is we are done with the exits.

We are now looking at all the go-forward categories, whether that was Food or Consumables, Furniture, Home, Hard Home as well, which is an important part of the business that we really haven't talked about. When you talk about Tabletop and Appliances and so on in that area is actually performing nicely and we will continue to edit in there.

Bob's team is doing a great job. He's got a much bigger challenge in front of him just because of all the exit categories.

But the real key takeaway for you guys is, our belief is, now that we have edited and exited, we are going to go back there and do what we call SKU rationalization. So even in like a great business that we have in Seasonal in the Spring with lawn and garden, we are going to continue to edit. As an example, in there, we don't need to have 18 SKUs of grill brushes and so what we will do is take that down significantly and amplify it.

And that's what that "Edit to Amplify" means. Edit your offering, but own it in a big enough way where the customer goes, okay, I get it. So that's really where we are at. I don't know, TJ, if you had anything --.


Tim Johnson - Big Lots, Inc. - EVP and CFO

I think too, David, in fairness, and particularly in Hard Home and Electronics and Accessories, as David mentioned, the elements within those categories that are go-forward, so the non-exit parts, the teams have done just as good of job at the balance of the store in terms of doing exactly what we said we were going to do. So to David's point, tabletop and food prep. Those businesses are up to last year.

Those businesses are driving incremental volume, the QBFV is alive and well there and doing very well. So similarly, in parts of Electronics and Accessories, the go-forward parts of those categories, the teams are executing, they are delivering on what we are asking them to do, and they are delivering the volume that we anticipate.

So even though the total category on the face is down, there are good parts of the business within those categories that are executing all the different merchandising principles that Rich and Lisa are asking them to and delivering on their plans as well. So, those teams are performing also.


David Mann - Johnson Rice & Company - Analyst

That's very helpful. As my follow-up, just a couple of quick things. On the cooler rollout in terms of the halo effect to other categories, I think you made some comment but could you elaborate a little bit more on that on whether you are seeing an increasing attachment rate to other categories?

And then one housekeeping question, on the increased free cash flow for this year, does that change your longer-term three-year target of $550 million to $600 million or is that just a timing issue of getting it a little sooner? That's all I had, thanks.


Tim Johnson - Big Lots, Inc. - EVP and CFO

Yes, I will take the second part of the question first. The cash flow is more focused on items that are unique to this year.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

So first things first, the inventory piece we clearly articulated at the Investor Conference, we felt there was opportunity to spin our inventory faster. I would think about this, David, as us getting the results quicker than anticipated.

And if it ends up being incremental to the $550 million to $600 million, good for us. But right now, we are thinking of it as we are getting it sooner than anticipated.

Again, that is all due to the performance of the BPARM teams and additionally the tax favorability, or the lower tax payments this year. Again we felt those would occur during the year period, it just wasn't clear to us at the beginning of the year when we would be comfortable with it.

We are comfortable with it now. So again I would think of us -- I would think of that as us pulling forward or recognizing earlier than anticipated, some of the cash flow opportunities in the business.

The first part of your question as it relates to coolers and freezers, I would suggest to you that the attachment rate, or the filling out the basket has been more focused in Food. Because that is where SNAP and EBT are most utilized, or can be utilized, to a lesser extent in Consumables and then to a lesser extent in the balance of the store.

I still think to David's point earlier, the opportunity to shout a little louder that we now offer this type of product, the opportunity to shout a little louder that we now take those forms of tender, is still ahead of us. And we will see if we can expand the reach to the balance of the store a little bit more from a merchandising standpoint. But again, in such a competitive environment taking down those barriers was really the upfront goal and we think we've been successful there.


David Mann - Johnson Rice & Company - Analyst

TJ, thank you.


Operator

Jeff Stein, Northcoast Research.


Jeff Stein - Northcoast Research - Analyst

Good morning, guys. Two quick questions.

First of all, TJ, on the buyback authorization, historically Big Lots hasn't been bashful about executing the buyback after they authorized. So I am wondering is the plan to do the buyback over the balance of this year and have you factored that into your updated guidance?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Second part first, it is not included in our guidance. First part of the question, we will work with Phil Mallott, our Non-Executive Chair and David and I along with Jared our Treasurer, and we will set what we believe are reasonable ranges in terms of value and valuation of where we are performing and price and we will make good decisions.

We are not on a timeline, Jeff. This does not have to be executed this quarter, or this year. But really after spending almost two full days with the Board and them spending time with the entire management team walking stores, seeing product and understanding where we were in the strategic planning process, they walked away as confident as we are that we can deliver the balance of this year and that putting extra authorization out there in the event that something happened in the market, or we didn't feel the stock was appropriately valued, we could be there to support it.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

This is extremely consistent with the message we gave back in June at the Investor Conference and is absolutely part of and consistent with our strategic plan. I do think that it is important to understand -- let's assume for a minute the authorization is executed here this year.

We would still end the year with I will call it minimal amounts of debt on our balance sheet in that call it $50 million range plus or minus. So we absolutely believe that the cash that we are generating this year our commitment is to return it. We are living up to it.


Jeff Stein - Northcoast Research - Analyst

Great. Thank you. And David, quick one for you.

On Furniture Financing I'm curious how you are communicating to customers that they can use it to buy other categories, other items for the store? Do you have signage up? And is it enough to be a needle mover on a go-forward basis?


Tim Johnson - Big Lots, Inc. - EVP and CFO

Let me try to start there. What I would suggest to you is we are doing a much better job getting out in front of it.

So for instance, we have already identified parts of Seasonal with our partners at Progressive that would be eligible for financing going into the holiday selling season. We are signing it, have signed it in categories that we've added to, something as quick to respond as air conditioners in the July/August timeframe we added to Furniture Financing.

So we are signing it in store. We are trying to plan ahead and have those opportunities ready going into holiday.

The benefit we have, candidly, in Furniture that we don't have in the balance of the store where we offer financing, is we do have dedicated associates in the Furniture area that are knowledgeable of the program. They have been trained on the program and are there to answer questions and help with sign-up.

In the balance of the store, as you know, we don't have a selling payroll model. So it is beholden on signing but we are trying to do our best to really shout out that opportunity.

Going forward, I guess we have the opportunity we could potentially even do it in print if we choose to do so on certain categories. But it was helpful in spring.

I would say we reacted to it and we are much more planful going into holiday, identifying those items upfront. So hopefully it will be even a bigger part of our business.


David Campisi - Big Lots, Inc. - President & CEO

And again, to add to that --


Jeff Stein - Northcoast Research - Analyst

Will it be available for the fireplaces? I knew you guys have done a big job historically in fireplaces over the holiday selling season, so will you offer financing for that item?




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

David Campisi - Big Lots, Inc. - President & CEO

Absolutely, and again to add to what TJ just said too, email blasts is a big part of how we will communicate that financing on items like fireplaces, as well. So we plan to offer it in other categories too, Jeff, like Christmas trees, higher end Christmas trees, as well.


Jeff Stein - Northcoast Research - Analyst

Right. Great. Thanks, David.


Operator

Dan Wewer, Raymond James.


Dan Wewer - Raymond James & Associates - Analyst

Thanks. Wanted to follow up on the reduced store opening plans and the increased number of store closings. And in answering Meredith's question you talked about the possibility of transferring some of the revenues to an adjacent location.

Is it your thinking that the number of Big Lots stores in the U.S. is now the appropriate level? Rather than looking at growth in the future, all of the focus now is just shifting towards higher sales per foot, higher operating margins but there is really not any net store growth opportunities left?


Tim Johnson - Big Lots, Inc. - EVP and CFO

I guess sales per square foot and more importantly comps and growing comp store sales is absolutely the focus of the SPP and consistent with what we communicated in June. Our plans do assume that store count actually does go down in each of the next three years.

That is based on what we know today. That is based on the availability we see out there today and that is based on the fact that there's to date anyway coming out of 2008, 2009, there has been very little in the way of new store construction; therefore, less opportunity in terms of other retailers moving in, us coming in behind the space.

Having said that, if something were to change we clearly have the liquidity to do more than what we are anticipating in our plans. We would absolutely welcome the opportunity of growing the store base at a little faster rate, if the opportunities are there from a real estate standpoint.

What we are acknowledging is the opportunities in our sized box aren't as prevalent today as they might have been three or four years ago. Again, doesn't mean we wouldn't step on the gas if the opportunity came available. They are just not there today.

This is, again, very consistent with our conversation back in June at the investor conference. The first part of your question, Dan, in terms of 24 new stores versus 30 in our original plans, we haven't talked a lot about this but David has been very helpful in providing direction to the team and to the real estate team in particular about the type of box we want to open to go-forward.

And I know we might be getting into a little bit of detail here, but I will give you an example. Two or three of the stores that we had thought we were going to open this year when we actually get inside the box and look at them and look at how the store would have to lay out and what would be asked of the store operations team, we weren't happy with it, so we are not going to open the store.

We didn't sign the lease. We don't have any liability but again down in the details if we want to be able to come in the middle of the store and turn right. We want our associates to have a good experience in the back room unloading trucks.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

We want to have docks. We want to have certain things that are non-negotiables today that have not been in the past. That is probably two or three of the stores, Dan, that we ended up not signing and not opening this year.

They were available to us. They were not going to work for us.

Another two or three of the stores will slide into 2015 because we weren't confident we would be able to deliver them by the end of third quarter, and it's our strong preference not to open stores in the fourth quarter.

There's too much else going on in the business and with the store operations team to sacrifice for an extra store or two here or there, so we have pushed them into next year. So, we are very comfortable with where we are from a real estate standpoint in the openings and closings this year.


Dan Wewer - Raymond James & Associates - Analyst

And just as a follow-up, I think it was probably four or five years ago when the Company was growing the store base part of the pitch to investors is that Big Lots achieved the best same-store sales growth in its newer locations. Of course that is usually the case with other retailers as well.

If Big Lots' store base is not growing, do you think that's going to be a headwind to same-store sales growth? Is it the fact that the store base is getting older a lot faster?


Tim Johnson - Big Lots, Inc. - EVP and CFO

No. I do not believe that. In fact, I think what we were talking about when the availability was larger and some of the other retailers had gone out of business was the opportunity for us to move into locations that weren't available to us before. More of the A-type locations or Polaris' here in Columbus, or others.

So, that was an opportunity that was unique in time, as we are learning now. I want to go back to the first part of your question.

Our stores typically ramp actually slower than other retailers in terms of year-on-year performance in the first couple of years. So, new stores have, to my knowledge in the 14 years I have been here, never really been a significant driver of comp store growth in that year two or year three.

There's not enough of an impact there to really move the needle. So it's a little bit different model, a little bit different approach maybe than what you are hearing from other retailers. But again focusing on our strategy and what we do best, I think the biggest opportunity for comp store growth going forward is not a real estate play as much as it is all the other elements of the three-legged stool that everybody is focused on.


David Campisi - Big Lots, Inc. - President & CEO

Dan, I would just add to what TJ said lastly is that, as an example, we just opened up a new store here in Reynoldsburg, a suburb of Columbus. That is the right way to open a store, where we walked that store, it has a door in the middle, you can turn right, we have Furniture in the front where it belongs.

In the first three days of that grand opening were probably some of the most powerful grand opening days we have had in the Company's history, and it's because we are doing it the right way, and you are right, maybe four or five, six years ago there was a huge ramp up to run out and open a bunch of stores but there was absolutely zero process in place and thinking on does the store have a door in the middle.

We put barriers up for Jennifer. We put -- blocking the way for her to get in and out of the stores from an asset protection point of view instead of focusing in on the customer.



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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call

So again, we talk about Jennifer here and in the Company ad nauseam, which is fantastic. But everybody in this Company is focused on that shopping experience for her including all those barriers that a lot of our stores currently have.

Over the next seven years, we will reposition as many stores as we can with Furniture in the front of the store, and where we see the comp store growth coming out of there, obviously we believe is the shopping experience. It starts with product, it starts with great marketing.

But the shopping experience, those barriers that we have blocked her ability to shop in a pleasant way have to go away, and they will, and I am telling you it is working right now and we are seeing it.

And I think you know, as you have covered our stock for a long time, from a productivity point of view, sales per square foot, we have significant upside, and that all starts with buying better product instead of just throwing junk in the stores and hoping that the customer is going to buy it.

And we say it all the time in this building, hope is not a strategy. The thing that you have to believe in and all of you guys out there is, we actually have a real strategy. There is a thought process on how we buy product and how we market the product and how we execute it in stores.

That is going to give us the productivity, not just opening up hundreds of stores and filling them with stuff. That's just not how you run a retail business.

It comes up -- at a certain point in time the consistency is more important than just opening stores for the sake of opening stores.


Dan Wewer - Raymond James & Associates - Analyst

Okay, thank you.


Andy Regrut - Big Lots, Inc. - Director of IR

Thank you, everyone. Laurie, will you please close the call?


Operator

Certainly. Ladies and gentlemen a replay of this call will be available to you within the hour and will end at 11:59 PM on Friday, September 12, 2014. You can access the replay by dialing the following numbers.

For toll-free USA and Canada: 888-203-1112 and entering replay passcode number 3761105. For international: 719-457-0820 and entering replay passcode number 3761105.

Ladies and gentlemen, this concludes today's presentation. Thank you for your participation. You may now disconnect.




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AUGUST 29, 2014 / 12:00PM, BIG - Q2 2014 Big Lots Inc Earnings Call


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Exhibit 99.3
PRESS RELEASE
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Contact: Andrew D. Regrut
 
 
 
 
Director, Investor Relations
 
 
 
 
614.278.6622
 
 
 
 
 
 

BIG LOTS ANNOUNCES QUARTERLY DIVIDEND ON COMMON STOCK


Columbus, Ohio - August 29, 2014 - Big Lots, Inc. (NYSE: BIG) announced today that, on August 28, 2014, our Board of Directors declared a quarterly cash dividend of $0.17 per common share.

The dividend will be paid on September 26, 2014, to shareholders of record as of the close of business on September 12, 2014.

Commenting on today’s announcement, David Campisi, Chief Executive Officer and President of Big Lots, stated, “We’re very pleased with today’s announcement of a quarterly dividend payment. It is the second payment under our new dividend program that was introduced in June and further demonstrates the confidence the Board of Directors has in our management team, our strategy, and our long-term opportunities to drive meaningful profit growth and cash flow to return to our shareholders.”



Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



About Big Lots, Inc.
Headquartered in Columbus, Ohio, Big Lots (NYSE: BIG) is a unique, non-traditional, discount retailer operating 1,495 BIG LOTS stores in 48 states with product assortments in the merchandise categories of Food, Consumables, Furniture & Home Décor, Seasonal, Soft Home, Hard Home, and Electronics & Accessories. Our vision is to be recognized for providing an outstanding shopping experience for our customers, valuing and developing our associates, and creating growth for our shareholders. For more information, visit www.biglots.com.


Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.


Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com